Common use of Liquidation; Dissolution; Bankruptcy Clause in Contracts

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company Company, on account of the principal (and premium, if any) or interest on the Debentures; and upon . Upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXV, shall be paid by the Company Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may beIndebtedness, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may beIndebtedness, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII XI of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIXI of this Indenture. Nothing in Section 16.2 15.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company Company, on account of the principal (and premium, if any) or interest on the Debentures; and upon . Upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXV, shall be paid by the Company Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may beIndebtedness, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may beIndebtedness, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII XI of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIXI of this Indenture. Nothing in Section 16.2 15.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or dissolution, winding-up or up, liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon the holders of all Senior Indebtedness of the Company shall will first be paid entitled to receive payment in full, full of amounts due on or payment thereof provided for in money in accordance with its termsrespect of such Senior Indebtedness, before any payment is made by the Company on account of the principal of or interest on the DebenturesSenior Notes or any other amounts which may be due on the Senior Notes pursuant to the terms hereof or thereof); and upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holder of the Debentures or the Trustee Senior Notes would be entitled to receive from the Company, except for the provisions of this Article XVIVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holder of the Debentures or by the Trustee Senior Notes under this Indenture Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money's moneys worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holder of Debentures or to the TrusteeSenior Notes. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or charactercharacter prohibited by Section 6.3(a), whether in cash, property or securities, prohibited by the foregoing, shall be received by any Holder of the Trustee Senior Notes, before the amounts of all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by any Holder of a Senior Note, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all amounts of Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all amounts due on or in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVIVI, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI VI with respect to the Debentures Senior Notes to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII Section 5.8 of this Agreement shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 6.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in 5.8 of this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7Agreement.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of the assets of any of the Company Issuers or the Subsidiary Guarantors to creditors (i) upon a liquidation or a dissolution of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the CompanyIssuers or the Subsidiary Guarantors or (ii) in a bankruptcy, whether voluntary or involuntary or in bankruptcyreorganization, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness similar proceeding relating to any of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Issuers or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company Subsidiary Guarantors or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the its property: (a) holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) Issuers or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantor, as the case may be, remaining unpaid shall be entitled to the extent necessary to pay receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in full in money in accordance with its termsbankruptcy, after giving effect to whether or not allowed as a claim against any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, Issuers or the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantors, as the case may be, that may at the time in such bankruptcy proceeding) before Holders of Subordinated Debt Securities and any related Guarantee shall be outstandingentitled to receive any payment of principal of, provided that (i) such Senior Indebtedness is assumed by the new corporationor premium, if any, resulting or interest on, the Subordinated Debt Securities from the Issuers, or any such reorganization or readjustment; and (ii) the rights payment in respect of the holders of such Guarantee from the Subsidiary Guarantors; and (b) until the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company withIssuers or any Subsidiary Guarantor, or as the merger case may be, is paid in full, any distribution to which Holders of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms Subordinated Debt Securities and conditions provided any related Guarantee would be entitled but for in this Article XII shall not be deemed a dissolution, winding-up, liquidation made to holders of Senior Indebtedness of the Issuers or reorganization for the purposes of this Section 16.3 if such other corporation shallSubsidiary Guarantors, as a part the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of such consolidationany of the Issuers or the Subsidiary Guarantors, mergeras the case may be, conveyance to at least the same extent as the Subordinated Debt Securities of the Issuers or transferthe related Guarantee of any Subsidiary Guarantor, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7respectively.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the CompanyIndebtedness, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the CompanyIndebtedness, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company Corporation or distribution of assets of the Company Corporation of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution or winding-up up, reorganization, assignment for the benefit of creditors, marshaling of assets or liquidation or reorganization of the Company, whether voluntary or involuntary or in any bankruptcy, insolvency, receivership debt restructuring or other proceedingssimilar proceedings in connection with any insolvency or bankruptcy proceeding of the Corporation, all amounts due upon all Senior Indebtedness of the Company Corporation shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company Corporation on account of the principal or interest on the Debentures; and upon any such dissolution or liquidation, dissolution, winding-up or liquidation or up, reorganization, assignment for the benefit of creditors, marshaling of assets, any payment by the CompanyCorporation, or distribution of assets of the Company Corporation of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the CompanyCorporation, except for the provisions of this Article XVI, shall be paid by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company Corporation (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the CompanyCorporation) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company Corporation of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company Corporation is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the CompanyCorporation, for application to the payment of all Senior Indebtedness of the CompanyCorporation, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company Corporation as reorganized or readjusted, or securities of the Company Corporation or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the CompanyCorporation, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company Corporation with, or the merger of the Company Corporation into, another corporation or the liquidation or dissolution of the Company Corporation following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company Company, on account of the principal (and premium, if any) or interest on the Debentures; and upon . Upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXV, shall be paid by the Company Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata PRO RATA to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may beIndebtedness, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may beIndebtedness, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII XI of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIXI of this Indenture. Nothing in Section 16.2 15.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Guarantor or to its assets, whether voluntary or involuntary from any source, (b) any liquidation, dissolution or other winding-up of any Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event: (i) the holders of Senior Indebtedness of such Guarantor shall receive payment in full in cash or Cash Equivalents of all amounts due on or in respect of all Senior Indebtedness of such Guarantor, or provision shall be made for such payment in full in cash or Cash Equivalents to the satisfaction of the holders of Senior Indebtedness of such Guarantor, before the Holders of the Securities are entitled to receive any payment by or distribution of any kind or character from any source (other than Permitted Junior Securities) on account of the Company Guarantor Obligations or on account of the purchase or redemption or other acquisition of Securities; and (ii) any payment or distribution of assets of the Company any Guarantor of any kind or charactercharacter from any source, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or securities (other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or than a payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution in the form of assets Permitted Junior Securities), including by way of the Company set-off or enforcement of any kind guarantee or characterotherwise, whether in cash, property or securities, to which the holders of the Debentures Trustee or the Trustee Holders would be entitled to receive from the Company, except but for the provisions of this Article XVI, shall be paid by the Company liquidating trustee or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, whether a trustee in bankruptcy, a receiver or by the holders of the Debentures liquidating trustee or by the Trustee under this Indenture if received by them or itotherwise, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) Guarantor or their authorized representative or representatives, representatives or to the trustee or trustees under any indenture pursuant to under which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appearratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to pay such make payment in full in cash or Cash Equivalents of all Senior Indebtedness in full, in money or money's worthof such Guarantor remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor to the satisfaction of the holders of such Senior Indebtedness, to or for the holders of such Senior Indebtedness, before ; and (iii) any taxes that have been withheld or deducted from any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company in respect of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in fullGuarantor Obligations, or provision is made for such payment in money in accordance with its terms, any taxes that ought to have been withheld or deducted from any such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered that have been remitted to the holders of such Senior Indebtedness or their representative or representativesrelevant taxing authority, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed considered to include shares be an amount that a Holder or the Trustee is entitled to receive for the purposes of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentSection 12.02(ii). The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor into, another corporation Person or the liquidation or dissolution of the Company any Guarantor following the conveyance conveyance, transfer, lease or transfer other disposal of its property as an entirety, or properties and assets substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided for set forth in Article XII Five shall not be deemed a dissolution, winding-up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets and liabilities of such Guarantor for the purposes of this Section 16.3 if the Person formed by such other corporation consolidation or into which such Guarantor is merged or the Person which acquires such assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer, lease or transferdisposal, comply with the conditions stated set forth in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7Five.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's ’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of the assets of the Company of any kind Issuers or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantors, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its termscreditors, after giving effect to any concurrent payment upon a liquidation or distribution to or for the benefit a dissolution of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, Issuers or the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantors, as the case may be, that or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuers or the Subsidiary Guarantors, as the case may at be, or their respective property: (a) holders of Senior Indebtedness of the time Issuers or any Subsidiary Guarantor, as the case may be, shall be outstanding, provided that (i) entitled to receive payment in full in cash of such Senior Indebtedness is assumed by of such Person (including interest (if any), accruing on or after the new corporationcommencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Issuers or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Debt Securities and any related Guarantee shall be entitled to receive any payment of principal of, or premium, if any, resulting or interest on, the Subordinated Debt Securities from the Issuers, or any such reorganization or readjustmentpayment in respect of any Guarantee from the Subsidiary Guarantors; and and (iib) until the rights Senior Indebtedness of the holders Issuers or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms Subordinated Debt Securities and conditions provided any related Guarantee would be entitled but for in this Article XII shall not be deemed a dissolution, winding-up, liquidation made to holders of Senior Indebtedness of the Issuers or reorganization for the purposes of this Section 16.3 if such other corporation shallSubsidiary Guarantors, as a part the case may be, as their interests may appear, except that such Holders may receive equity interests and any debt securities that are subordinated to Senior Indebtedness of such consolidationthe Issuers or the Subsidiary Guarantors, mergeras the case may be, conveyance to at least the same extent as the Subordinated Debt Securities of the Issuers or transferthe related Guarantee of any Subsidiary Guarantor, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7respectively.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, Relevant Obligor to creditors or upon any a liquidation or dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary Relevant Obligor or in a bankruptcy, arrangement, liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Relevant Obligor or its property or other proceedings, all amounts due upon marshalling of assets of the Relevant Obligor: (i) the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Relevant Creditor shall be entitled to receive any payment of the Company shall first be paid in fullprincipal of or interest on, or any other amount owing in respect of, the indebtedness evidenced by this agreement or instrument; (ii) until payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account full of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganizationall Senior Indebtedness, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, character to which the holders of the Debentures or the Trustee Relevant Creditor would be entitled to receive from the Company, except but for the provisions of this Article XVI, Section 2 shall be paid by the Company Relevant Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agent agents or other Person Persons making such payment or distributiondistribution to, or by the holders of the Debentures or by the Trustee under this Indenture if received by them the Relevant Creditor shall be held for the benefit of and shall be forthwith paid or itdelivered to, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issuedIndebtedness, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee.; and (biii) In in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company Relevant Obligor of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee Relevant Creditor before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or Indebtedness, as their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such until all Senior Indebtedness shall have been paid in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of Senior Indebtedness in respect of such Senior Indebtedness. (c) . For purposes of this Article XVIhereof, the words "“cash, property or securities" ” shall not be deemed not to include shares of stock of the Company as reorganized or readjusted, or securities of the Company Relevant Obligor or any other corporation Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI herein with respect to the Debentures indebtedness evidenced by this agreement or instrument, to the payment of all Senior Indebtedness of the Company, as the case may be, that which may at the time be outstanding; provided, provided however, that (i) such all Senior Indebtedness is assumed by the new corporationPerson, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation . (b) If the Relevant Creditor does not file proper claims or proofs of claim in the form required in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Relevant Obligor or its property prior to 45 days before the expiration of the Company withtime to file such claims, or then (i) upon the merger request of the Company intoTrustee, another corporation or the liquidation or dissolution Relevant Creditor shall file such claims and proofs of claim in respect of the Company following indebtedness evidenced by this agreement or instrument and execute and deliver such powers of attorney, assignments and proofs of claim as may be directed by the conveyance Trustee to enable it to enforce any and all claims upon or transfer in respect of its property as an entiretythe indebtedness evidenced by this agreement or instrument and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the indebtedness evidenced by this agreement or instrument, and (ii) whether or substantially as an entiretynot the Trustee shall take the action described in clause (i) above, to another corporation upon the terms and conditions provided for in Article XII Trustee shall not nevertheless be deemed a dissolution, winding-up, liquidation or reorganization for to have such powers of attorney as may be necessary to file appropriate claims and proofs of claim and otherwise exercise the purposes powers described above. For purpose of this Section 16.3 2, “payment in full”, with respect to Senior Indebtedness, means the receipt on an irrevocable basis of cash in an amount equal to the unpaid principal amount of the Senior Indebtedness and premium, if such other corporation shallany, as a part and interest thereon to the date of such consolidationpayment, merger, conveyance or transfer, comply together with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply all other amounts owing with respect to claims of, or payments to, the Trustee under or pursuant to Section 9.7such Senior Indebtedness.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, general assignment, marshaling of any assets or liabilities for the benefit of creditors or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal principal, and premium, if any, or interest on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's ’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 15.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIX of this Indenture. Nothing in Section 16.2 15.02 or in this Section 16.3 15.03 shall apply to claims of, or payments topayments, the Trustee under or pursuant to Section 9.77.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment or distribution is made by the Company to the Holders of the Notes on account of the principal of, premium, if any, interest on, or interest on any other amount owing in respect of, the DebenturesNotes; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Notes or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Debentures Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holders of Debentures Notes or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI VI with respect to the Debentures Notes to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided provided, however, that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII Five of the Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 6.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIFive of the Indenture. Nothing in Section 16.2 6.2 or in this Section 16.3 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.77.07 of the Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or winding-up any bankruptcy, insolvency or liquidation or reorganization similar proceedings of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the Company Debt shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal of, premium, if any, or interest on the indebtedness evidenced by the Debentures; , and upon any such dissolution liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or winding-up or liquidation or reorganizationproceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Debentureholders or the Trustee under this Indenture would be entitled to receive from the Companyentitled, except for the provisions of this Article XVI14, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Debentureholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, as calculated by the Company) or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay such all Senior Indebtedness Debt in fullfull (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in money or money's worthany such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee. (b) Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Indebtedness of the Company Debt is paid in full, full or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness Debt or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, Debt remaining unpaid to the extent necessary to pay until all such Senior Indebtedness Debt shall have been paid in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) Debt. For purposes of this Article XVI14, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article XVI 14 with respect to the Debentures Debentures) to the payment of all Senior Indebtedness of the Company, as the case may be, that Debt which may at the time be outstanding; provided, provided that (i) such the Senior Indebtedness Debt is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment; , and (ii) the rights of the holders of such the Senior Indebtedness Debt are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII 10 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII10. Nothing in Section 16.2 14.02 or in this Section 16.3 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section 9.7shall be subject to the further provisions of Section 14.06.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of the assets of the Company of any kind Issuers or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantors, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its termscreditors, after giving effect to any concurrent payment upon a liquidation or distribution to or for the benefit a dissolution of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, Issuers or the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantors, as the case may be, that or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuers or the Subsidiary Guarantors, as the case may at be, or their respective property: (a) holders of Senior Indebtedness of the time Issuers or any Subsidiary Guarantor, as the case may be, shall be outstanding, provided that (i) entitled to receive payment in full in cash of such Senior Indebtedness is assumed by of such Person (including interest (if any), accruing on or after the new corporationcommencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Issuers or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, resulting from shall be entitled to receive any such reorganization or readjustment; and (ii) the rights payment of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims principal of, or payments topremium, if any, or interest on, the Trustee under Subordinated Securities from the Issuers, or pursuant any payment in respect of such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Indebtedness of the Issuers or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to Section 9.7which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Issuers or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Issuers or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Issuers or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution or winding-up up, reorganization, assignment for the benefit of creditors, marshaling of assets or liquidation or reorganization of the Company, whether voluntary or involuntary or in any bankruptcy, insolvency, receivership debt restructuring or other proceedingssimilar proceedings in connection with any insolvency or bankruptcy proceeding of the Company, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or liquidation, dissolution, winding-up or liquidation or up, reorganization, assignment for the benefit of creditors, marshaling of assets, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. In the event of (a) Upon any payment by 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 distribution of assets of the Company of any kind or characterto its assets, whether in cashvoluntary or involuntary from any source, property or securities(b) any liquidation, to creditors upon any dissolution or other winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary and whether or in not involving insolvency or bankruptcy, insolvency, receivership or (c) any assignment for the benefit of creditors or any other proceedings, all amounts due upon all Senior Indebtedness marshaling of the Company shall first be paid in full, assets or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account liabilities of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of then and in any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to event: (i) the holders of Senior Indebtedness shall receive payment in full in cash or Cash Equivalents of the Company (pro rata to such holders all amounts due on the basis or in respect of the respective amounts of all Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representativesIndebtedness, or provision shall be made for such payment in full in cash or Cash Equivalents to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for satisfaction of the holders of such Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution is made to of any kind or character from any source (other than Permitted Junior Securities) on account of the holders Securities Obligations or on account of Debentures the purchase or to the Trustee.redemption or other acquisition of Securities; and (bii) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or charactercharacter from any source, whether in cash, property or securitiessecurities (other than a payment or distribution in the form of Permitted Junior Securities), prohibited including by way of set-off or enforcement of any guarantee or otherwise, which the Trustee or the Holders would be entitled to receive but for the provisions of this Article shall be paid by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, liquidating trustee or provision is made for such payment in money in accordance with its terms, agent or other person making such payment or distribution shall be held distribution, whether a trustee in trust for the benefit of and shall be paid over bankruptcy, a receiver or delivered liquidating trustee or otherwise, directly to the holders of such Senior Indebtedness or their authorized representative or representatives, representatives or to the trustee or trustees under any indenture pursuant to under which any instruments evidencing any of such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents of all Senior Indebtedness of the Company, as the case may be, Company remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its termsunpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor to the satisfaction of the holders of the Senior Indebtedness, to or for the benefit of the holders of such Senior Indebtedness.; and (ciii) For purposes any taxes that have been withheld or deducted from any payment or distribution in respect of this Article XVIthe Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the words "cashrelevant taxing authority, property or securities" shall not be deemed considered to include shares be an amount that a Holder or the Trustee is entitled to receive for the purposes of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentSection 10.02(ii). The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer, lease or transfer other disposal of its property as an entirety, or properties and assets substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided for set forth in Article XII Five shall not be deemed a dissolution, winding-up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets and liabilities of the Company for the purposes of this Section 16.3 if the Person formed by such other corporation consolidation or into which the Company is merged or the Person which acquires such assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer, lease or transferdisposal, comply with the conditions stated set forth in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7Five.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest (including Compounded Interest and Additional Sums, if any) on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXII, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full, in money or money's worthin accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or any Securityholder before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXII only, the words "assets of the Company of any kind or character, whether cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XII with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, ; provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII VIII of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 12.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article XIIVIII of this Indenture. Nothing in Section 16.2 12.02 or in this Section 16.3 12.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.06 of this Indenture. Nothing contained in this Article XII 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 of the Company, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest (including Compounded Interest and Additional Sums, if any) on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Securities and creditors of the Company, as the case may be, other than the holders of Senior Indebtedness of the Company, as the case may be, nor shall anything herein or therein prevent the occurrence of an Event of Default under Article V or prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon the occurrence of a Default or an Event of Default under the Indenture, subject to the rights, if any, under this Article XII of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of the assets of the Company of or any kind or character, whether in cash, property or securities, Subsidiary Guarantor to creditors upon any dissolution a total or winding-up or partial liquidation or reorganization a total or partial dissolution of the Company, whether voluntary Company or involuntary such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other proceedings, all amounts due upon similar proceeding relating to the Company or such Subsidiary Guarantor or their respective properties: (i) holders of Senior Indebtedness in the case of the Company or holders of Guarantor Senior Indebtedness of such Subsidiary Guarantor in the case of such Subsidiary Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents of all Senior Indebtedness in the case of the Company or all such Guarantor Senior Indebtedness in the case of such Subsidiary Guarantor before the Holders shall first be entitled to receive any payment of principal of or interest on or other amounts with respect to the Securities from the Company or such Subsidiary Guarantor, whether directly by the Company or pursuant to the Subsidiary Guarantee; and (ii) until the Senior Indebtedness in the case of the Company or such Guarantor Senior Indebtedness in the case of such Subsidiary Guarantor is paid in fullfull in cash or Cash Equivalents, or payment thereof provided for in money in accordance with its terms, before any payment is or distribution to which Securityholders would be entitled but for this Article X shall be made to holders of Senior Indebtedness in the case of payments or distributions made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Guarantor Senior Indebtedness in the case of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held payments or distributions made by such holdersSubsidiary Guarantor, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, in each case as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon upon: (i) any dissolution or winding-up or total or partial liquidation or reorganization of the Company, Company whether voluntary or involuntary and whether or in bankruptcynot involving insolvency or Bankruptcy; (ii) any Bankruptcy or insolvency case or proceeding or any receivership, insolvencyliquidation, receivership reorganization or other proceedingssimilar case or proceeding in connection therewith, all amounts due upon all Senior Indebtedness relative to the Company or to its assets; or (iii) any assignment for the benefit of creditors or any other marshaling of assets of the Company Company; then, (A) all Obligations due, or to become due, in respect of Senior Debt, including without limitation both pre-petition interest, post-petition interest, and any other interest, fees and other charges payable after the commencement of any such proceeding at the rate specified in the applicable Senior Debt (regardless of whether any such interest, fees and other charges are allowable claims in any Bankruptcy proceeding), shall first indefeasibly be paid in full, or payment thereof provided provision shall have been made for such payment, in money cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and (B) all related transaction documents to which the Senior Debt relates shall have been terminated in accordance with its their respective terms, before any payment is made by the Company on account of the principal of or interest on the Debentures; Securities, except that Holders may receive securities that are subordinated to at least the same extent as the Securities are to (x) Senior Debt and upon (y) any securities issued in exchange for Senior Debt. Upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Securities or the Trustee under this Indenture would be entitled to receive from the Companyentitled, except for the provisions of this Article XVIhereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Debentures Securities or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Senior Indebtedness Debt (in order of the Company (priority, and when of equal priority, pro rata to such holders of equal priority on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture or similar instrument or agreement pursuant to which any instruments evidencing of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Indebtedness Debt has been indefeasibly paid in full, or provisions shall have been made for such payment, in money cash, cash equivalents or money's worthotherwise in a manner satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the TrusteeDebt. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI10, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustmentreadjustment which are subordinated, the payment of which is subordinated to at least to the same extent provided in this Article XVI with respect to as the Debentures Securities, to the payment of all Senior Indebtedness Debt then outstanding or to the payment of all securities issued in exchange therefor to the Company, as the case may be, that may holders of Senior Debt at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 5. (c) The provisions of paragraphs (a) and (b) above shall not prohibit, restrict or in this Section 16.3 shall apply to claims ofotherwise limit the Company from entering into, sponsoring or payments to, the Trustee under or pursuant to Section 9.7conducting any Qualified Sales and Financing Transaction.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts Allocable Amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts Allocable Amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Allocable Amounts in respect of such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Allocable Amounts in respect of Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all Allocable Amounts in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 15.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in X of this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the ------------------------------------ Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company Company, on account of the principal (and premium, if any) or interest on the Debentures; and upon . Upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXV, shall be paid by the Company Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may beIndebtedness, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may beIndebtedness, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII XI of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIXI of this Indenture. Nothing in Section 16.2 15.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if and to the extent received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporationPerson, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Securities or the Trustee would be entitled to receive from the Companyreceive, except for the provisions of this Article XVIFourteen, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Debentures Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holders of Debentures Securities or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment is segregated and held in trust) before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing of such Senior Indebtedness may have been issued, and as their respective interests may appear, ratably according to the aggregate amount remaining unpaid on account of the principal, premium, interest or any other payment due on the Senior Indebtedness held or represented by each, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIFourteen, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI Fourteen with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII VIII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 14.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIVIII. Nothing in Section 16.2 14.2 or in this Section 16.3 14.3 shall apply to to-claims of, or payments to, to the Trustee under or pursuant to Section 9.76.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company any Guarantor or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or dissolution, winding-up or up, liquidation or reorganization of the Companyany Guarantor, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof shall have been provided for in money in accordance with its termsterms or the Guaranteed Amount shall have been delivered to the Trustee pursuant to the following paragraph, before any payment is made by the Company such Guarantor on account of the principal or interest any Note Guarantee on the DebenturesGuaranteed Notes; and upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by the Companyany Guarantor, or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Guaranteed Notes or the Trustee would be entitled to receive from the Companysuch Guarantor, except for the provisions of this Article XVISeventeen, shall be paid by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distributiondistribution to the extent not already paid (including to the Trustee pursuant to the following paragraph), or by the holders Holders of the Debentures Guaranteed Notes or by the Trustee under this Indenture if received by them or it, directly to the holders Holders of such Senior Indebtedness of the Company (pro rata to such holders Holders on the basis of the respective amounts of such Senior Indebtedness held by such holdersHolders, as calculated by the CompanyGuarantor) or their representative or representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's ’s worth, after giving effect to any concurrent payment or distribution to or for the holders Holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holders of Debentures the Guaranteed Notes or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoingforegoing is made and, shall be received by concurrently therewith, the Trustee shall have received an amount in cash from the Guarantors equal to the Guaranteed Amount before all such Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders Holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the CompanyGuarantor, for application to the payment of all such Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders Holders of such Senior Indebtedness. (c) . For purposes of this Article XVISeventeen, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company any Guarantor as reorganized or readjusted, or securities of the Company any Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI Seventeen with respect to the Debentures Guaranteed Notes to the payment of all Senior Indebtedness of with respect to the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7Guaranteed Notes.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of the assets of the Company of any kind Partnership or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantors, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment creditors upon a total or distribution to partial liquidation or for the benefit a total or partial dissolution of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, Partnership or the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantors, as the case may be, that or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Partnership or the Subsidiary Guarantors, as the case may at be, or their respective property: (a) holders of Senior Indebtedness of the time Partnership or any Subsidiary Guarantor, as the case may be, shall be outstanding, provided that (i) entitled to receive payment in full in cash of such Senior Indebtedness is assumed by of such Person (including interest (if any), accruing on or after the new corporationcommencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Partnership or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Debt Securities and any related Guarantee shall be entitled to receive any payment of principal of, or premium, if any, resulting or interest on, the Subordinated Debt Securities from the Partnership, or any such reorganization or readjustment; and (ii) the rights payment in respect of the holders of such Guarantee from the Subsidiary Guarantors; and (b) until the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company withPartnership or any Subsidiary Guarantor, or as the merger case may be, is paid in full, any distribution to which Holders of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms Subordinated Debt Securities and conditions provided any related Guarantee would be entitled but for in this Article XII shall not be deemed a dissolution, winding-up, liquidation made to holders of Senior Indebtedness of the Partnership or reorganization for the purposes of this Section 16.3 if such other corporation shallSubsidiary Guarantors, as a part the case may be, as their interests may appear, except that such Holders may receive shares of such consolidationstock and any debt securities that are subordinated to Senior Indebtedness of the Partnership or the Subsidiary Guarantors, mergeras the case may be, conveyance to at least the same extent as the Subordinated Debt Securities of the Partnership or transferthe related Guarantee of any Subsidiary Guarantor, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7respectively.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIFourteen, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Holders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon (i) any dissolution or winding-up or total or partial liquidation or reorganization of the Company, Company whether voluntary or involuntary and whether or in bankruptcynot involving insolvency or bankruptcy or (ii) any bankruptcy or insolvency case or proceeding or any receivership, insolvencyliquidation, receivership reorganization or other proceedingssimilar case or proceeding in connection therewith, relative to the Company or to its assets, (iii) any assignment for the benefit of creditors or any other marshaling of assets of the Company, all amounts due upon all obligations due, or to become due, in respect of Senior Indebtedness Debt (including interest after the commencement of any such proceeding at the Company rate specified in the applicable Senior Debt) shall first indefeasibly be paid in full, or payment thereof provided provision shall have been made for such payment, in money cash, cash equivalents or otherwise in accordance with its termsa manner satisfactory to the holders of Senior Debt, before any payment is made by the Company on account of the principal of or interest on the Debentures; and upon Securities. Upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Securities or the Trustee under this Indenture would be entitled to receive from the Companyentitled, except for the provisions of this Article XVIhereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Debentures Securities or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Senior Indebtedness Debt (in order of the Company (priority, and when of equal priority, pro rata to such holders of equal priority on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Indebtedness Debt has been indefeasibly paid in full, or provisions shall have been made for such payment, in money cash, cash equivalents or money's worthotherwise in a manner satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee.Debt (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVIX, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustmentreadjustment which are subordinated, the payment of which is subordinated to at least to the same extent provided in this Article XVI with respect to as the Debentures Securities, to the payment of all Senior Indebtedness Debt then outstanding or to the payment of all securities issued in exchange therefor to the Company, as the case may be, that may holders of Senior Debt at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.V.

Liquidation; Dissolution; Bankruptcy. In the event of (a) Upon any payment by 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 distribution of assets of the Company of any kind or characterto its assets, whether in cashvoluntary or involuntary from any source, property or securities(b) any liquidation, to creditors upon any dissolution or other winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary and whether or in not involving insolvency or bankruptcy, insolvency, receivership or (c) any assignment for the benefit of creditors or any other proceedings, all amounts due upon all Senior Indebtedness marshaling of the Company shall first be paid in full, assets or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account liabilities of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of then and in any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to event: (i) the holders of Senior Indebtedness shall receive payment in full in cash or Cash Equivalents of the Company (pro rata to such holders all amounts due on the basis or in respect of the respective amounts of all Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representativesIndebtedness, or provision shall be made for such payment in full in cash or Cash Equivalents to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for satisfaction of the holders of such Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution is made to of any kind or character from any source (other than Permitted Junior Securities) on account of the holders Subordinated Obligations or on account of Debentures the purchase or to the Trustee.redemption or other acquisition of Securities; and (bii) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or charactercharacter from any source, whether in cash, property or securitiessecurities (other than a payment or distribution in the form of Permitted Junior Securities), prohibited including by way of set-off or enforcement of any guarantee or otherwise, which the Trustee or the Holders would be entitled to receive but for the provisions of this Article shall be paid by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, liquidating trustee or provision is made for such payment in money in accordance with its terms, agent or other person making such payment or distribution shall be held distribution, whether a trustee in trust for the benefit of and shall be paid over bankruptcy, a receiver or delivered liquidating trustee or otherwise, directly to the holders of such Senior Indebtedness or their authorized representative or representatives, representatives or to the trustee or trustees under any indenture pursuant to under which any instruments evidencing any of such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents of all Senior Indebtedness of the Company, as the case may be, Company remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its termsunpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor to the satisfaction of the holders of the Senior Indebtedness, to or for the benefit of the holders of such Senior Indebtedness.; and (ciii) For purposes any taxes that have been withheld or deducted from any payment or distribution in respect of this Article XVIthe Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the words "cashrelevant taxing authority, property or securities" shall not be deemed considered to include shares be an amount that a Holder or the Trustee is entitled to receive for the purposes of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentSection 10.02(ii). The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer, lease or transfer other disposal of its property as an entirety, or properties and assets substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided for set forth in Article XII Five shall not be deemed a dissolution, winding-up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets and liabilities of the Company for the purposes of this Section 16.3 if the Person formed by such other corporation consolidation or into which the Company is merged or the Person which acquires such assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer, lease or transferdisposal, comply with the conditions stated set forth in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7Five.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of the assets of the Company of any kind or characterthe Subsidiary Guarantors, whether in cash, property or securitiesas the case may be, to creditors creditors, upon any dissolution or winding-up or a liquidation or reorganization a dissolution of the CompanyCompany or the Subsidiary Guarantors, whether voluntary or involuntary as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, similar proceeding relating to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiverthe Subsidiary Guarantors, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distributionas the case may be, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the their respective property: (a) holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantor, as the case may be, remaining unpaid shall be entitled to the extent necessary to pay receive payment in full in cash of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. Person (c) For purposes including interest (if any), accruing on or after the commencement of this Article XVIa proceeding in bankruptcy, the words "cash, property whether or securities" shall not be deemed to include shares of stock of the Company allowed as reorganized or readjusted, or securities of a claim against the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantors, as the case may be, that may at the time in such bankruptcy proceeding) before Holders of Subordinated Debt Securities and any related Guarantee shall be outstandingentitled to receive any payment of principal of, provided that (i) such Senior Indebtedness is assumed by the new corporationor premium, if any, resulting or interest on, the Subordinated Debt Securities from the Company, or any such reorganization or readjustment; and (ii) the rights payment in respect of the holders of such Guarantee from the Subsidiary Guarantors; and (b) until the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company withor any Subsidiary Guarantor, or as the merger case may be, is paid in full, any distribution to which Holders of Subordinated Debt Securities and any related Guarantee would be entitled but for this ARTICLE XII shall be made to holders of Senior Indebtedness of the Company into, another corporation or the liquidation or dissolution Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive Capital Stock and any debt securities that are subordinated to Senior Indebtedness of the Company following or the conveyance or transfer of its property Subsidiary Guarantors, as an entirety, or substantially as an entiretythe case may be, to another corporation upon at least the terms and conditions provided for in Article XII shall not be deemed a dissolutionsame extent as the Subordinated Debt Securities of the Company or the related Guarantee of any Subsidiary Guarantor, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7respectively.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all amounts due in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 15.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article XIIX of this Indenture. Nothing in Section 16.2 15.02 or in this Section 16.3 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 15.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article XIIX of this Indenture. Nothing in Section 16.2 15.02 or in this Section 16.3 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or dissolution, winding-up or up, liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Company Senior Indebtedness with respect to the Securities of the Company any series shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal of, premium or interest on (including any Additional Interest) on, or Additional Amounts with respect to, the DebenturesSecurities of such series; and upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI16, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of such Company Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of such Company Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Company Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Company Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Company Senior Indebtedness, before any payment or distribution is made to the holders Holders of Debentures the Securities of such series or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, foregoing shall be received by the Trustee before all such Company Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Company Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Company Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all such Company Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Company Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Company Senior Indebtedness. (c) . For purposes of this Article XVI16, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI 16 with respect to the Debentures Securities of the relevant series to the payment of all Company Senior Indebtedness with respect to the Securities of the Company, as the case may be, such series that may at the time be outstanding, provided that (i) such Company Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Company Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII Sections 8.1 and 8.2 of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIISections 8.1 and 8.2 of this Indenture. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or dissolution, winding-up or up, liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts principal, premium, if any and interest due upon on all Permitted Senior Indebtedness of the Company permitted by Section 1008 shall first be paid in full, full before the Holder is entitled to receive or payment thereof provided for in money in accordance with its terms, before retain any payment is made by the Company on account (excluding any class of the principal or interest on the Debenturesshares of Common Stock); and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, character whether in cash, property or securitiessecurities (excluding any class of shares of Common Stock), to which the holders of the Debentures or the Trustee Holder would be entitled to receive from the Company, except for the provisions of this Article XVIThirteen, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee Holder under this Indenture Debenture if received by them or it, directly to the holders of Permitted Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Permitted Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, to the extent necessary to pay such Permitted Senior Indebtedness in full, in money or money's worthcash, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Permitted Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the TrusteeHolder. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any class of shares of Common Stock), prohibited by the foregoing, shall be received by the Trustee Holder before all Permitted Senior Indebtedness of the Company permitted by Section 1008 is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Permitted Senior Indebtedness or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Permitted Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Permitted Senior Indebtedness in full in money in accordance with its termscash, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Permitted Senior Indebtedness, before any payment or distribution is made to the Holders. (c) For purposes of this Article XVIThirteen, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI Thirteen with respect to the Debentures to the payment of all Permitted Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding; provided, provided however, that (i) such Permitted Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Permitted Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The amalgamation or consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, properties or assets substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII Eight of this Debenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 1303 if such other corporation shall, as a part of such amalgamation, consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in Eight of this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7Debenture.

Liquidation; Dissolution; Bankruptcy. In the event of (a) Upon any payment by 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 distribution of assets of the Company of any kind or characterto its assets, whether in cashvoluntary or involuntary from any source, property or securities(b) any liquidation, to creditors upon any dissolution or other winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary and whether or in not involving insolvency or bankruptcy, insolvencyor (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company, receivership or other proceedings, then and in any such event: (a) Persons to whom Other Redemption Payments are due shall receive payment in full in of all amounts due upon on or in respect of all Senior Indebtedness Other Redemption Payments before the Holders of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before Notes are entitled to receive any payment is made by the Company or distribution of any kind or character from any source on account of the principal Note Obligations or interest on account of the Debentures; and upon any such dissolution purchase or winding-up redemption or liquidation or reorganization, any payment other acquisition of Notes by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee.; and (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or charactercharacter from any source, whether in cash, property or securities, prohibited other assets, including by way of set-off or enforcement of any guarantee or otherwise, which the Trustee or the Holders would be entitled to receive but for the provisions of this Article shall be paid by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, liquidating trustee or provision is made for such payment in money in accordance with its terms, agent or other person making such payment or distribution shall be held distribution, whether a trustee in trust for the benefit of and shall be paid over bankruptcy, a receiver or delivered liquidating trustee or otherwise, directly to Persons to whom Other Redemption Payments are due ratably according to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness aggregate amounts remaining unpaid on account of the CompanyOther Redemption Payments held or represented by each, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness make payment in full in money in accordance with its termsof all Other Redemption Payments remaining unpaid, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness.distribution; and (c) For any taxes that have been withheld or deducted from any payment or distribution in respect of the Notes, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that a Holder or the Trustee is entitled to receive for the purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment13. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer, lease or transfer other disposal of its property as an entirety, or properties and assets substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided for set forth in Article XII 11 shall not be deemed a dissolution, winding-up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets and liabilities of the Company for the purposes of this Section 16.3 if the Person formed by such other corporation consolidation or into which the Company is merged or the Person which acquires such assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or conveyance, transfer, comply lease or disposal, complies with the conditions stated set forth in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.711.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or the Guarantor, or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the CompanyCompany or the Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company or the Guarantor, as the case may be, shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company or the Guarantor, as the case may be, on account of the principal (and premium, if any) or interest on the DebenturesNotes; and upon any such dissolution or winding-up or liquidation or reorganization, reorganization any payment by the CompanyCompany or the Guarantor, or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Note or the Trustee would be entitled to receive from the CompanyCompany or the Guarantor, as the case may be, except for the provisions of this Article XVISix, shall be paid by the Company or the Guarantor, as the case may be, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company or the Guarantor, as the case may be (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the CompanyCompany or the Guarantor, as the case may be) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Notes or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness of the Company or the Guarantor is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the CompanyCompany or the Guarantor, for application to the payment of all Senior Indebtedness of the CompanyCompany or the Guarantor, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVISix, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company or the Guarantor as reorganized or readjusted, or securities of the Company or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI Six with respect to the Debentures Notes to the payment of all Senior Indebtedness of the CompanyCompany or the Guarantor, as the case may be, that may at the time be outstanding, provided PROVIDED that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company or the Guarantor with, or the merger of the Company or the Guarantor into, another corporation or the liquidation or dissolution of the Company or the Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII Ten of the Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 6.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIITen of the Indenture. Nothing in Section 16.2 6.2 or in this Section 16.3 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.77.6 of the Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment or distribution is made by the Company to the Holders of the Notes on account of the principal of, premium, if any, or interest on on, or any other amount owing in respect of, the DebenturesNotes; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Notes or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Debentures Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holders of Debentures Notes or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI VI with respect to the Debentures Notes to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII Five of the Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 6.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIFive of the Indenture. Nothing in Section 16.2 6.2 or in this Section 16.3 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.77.07 of the Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or winding up, liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts (including principal, premium, if any, and interest) due or to become due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest (including any Additional Payments) or Additional Redemption Distributions on the DebenturesSecurities; and upon any such dissolution or winding-up or winding up, liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Securities or the Trustee would be entitled to receive from the Companyentitled, except for the provisions of this Article XVITwelve, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Debentures Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holders of Debentures Securities or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVITwelve, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI Twelve with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding; PROVIDED, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, all or substantially as an entirety, all its properties and assets on a consolidated basis to another corporation Person upon the terms and conditions provided for in Article XII Eight hereof shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the purposes of this Section 16.3 1203 if such other corporation Person shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article XIIEight hereof. Nothing in Section 16.2 1202 or in this Section 16.3 1203 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7607 hereof.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character(i) bankruptcy, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcyreorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Corporation or its property, all amounts due upon all Senior Indebtedness (ii) assignment for the benefit of creditors or any marshaling of the Company assets and liabilities of the Corporation or (iii) distribution to creditors of the Corporation in a liquidation or dissolution of the Corporation: (1) holders of Senior Debt shall first be paid entitled to receive payment in fullfull in cash or, at the option of the holders of the Senior Debt, cash equivalents of Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not a claim therefor is allowed) to the date of payment thereof provided for in money in accordance with its terms, on the Senior Debt before Holders shall be entitled to receive any payment is made by the Company on account of the principal or interest on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganizationand (2) until the Senior Debt (as provided in subsection (1) above) is paid in full in cash or, any payment by at the Company, or distribution option of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee Senior Debt, cash equivalents, any distribution to which Holders would be entitled to receive from the Company, except but for the provisions of this Article XVI, IX shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly made to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issuedDebt, as their respective interests may appear, except that Holders may receive securities that are subordinated to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect Debt (and to any concurrent payment or distribution securities issued in exchange for Senior Debt) to or for at least the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, same extent as the case may be, remaining unpaid Securities are subordinated to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) Debt. For purposes of this Article XVIIX, the words "a distribution may consist of cash, property securities or securities" shall not be deemed to include shares of stock of the Company as reorganized other property, by setoff or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentotherwise. The consolidation of the Company Corporation with, or the merger of the Company Corporation into, another corporation or the liquidation or dissolution of the Company Corporation following the conveyance or transfer of its property as an entirety, or properties and assets substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided for set forth in Article XII IV shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the purposes of this Section 16.3 9.02 if the corporation formed by such other corporation consolidation or into which the Corporation 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, transfer comply with the conditions stated set forth in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7IV.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the ------------------------------------ Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company Company, on account of the principal (and premium, if any) or interest on the Debentures; and upon . Upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXV, shall be paid by the Company Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may beIndebtedness, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may beIndebtedness, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII XI of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIXI of this Indenture. Nothing in Section 16.2 15.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or winding-up any bankruptcy, insolvency or liquidation or reorganization similar proceedings of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the Company Debt shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal of, premium, if any, or interest on the indebtedness evidenced by the Debentures; , and upon any such dissolution liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or winding-up or liquidation or reorganizationproceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Debentureholders or the Trustee under this Indenture would be entitled to receive from the Companyentitled, except for the provisions of this Article XVI14, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Debentureholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, as calculated by the Company) or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay such all Senior Indebtedness Debt in fullfull (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in money or money's worthany such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee. (b) Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Indebtedness of the Company Debt is paid in full, full or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness Debt or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, Debt remaining unpaid to the extent necessary to pay until all such Senior Indebtedness Debt shall have been paid in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) Debt. For purposes of this Article XVI14, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article XVI 14 with respect to the Debentures Debentures) to the payment of all Senior Indebtedness of the Company, as the case may be, that Debt which may at the time be outstanding; PROVIDED, provided that (i) such the Senior Indebtedness Debt is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment; , and (ii) the rights of the holders of such the Senior Indebtedness Debt are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII 10 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII10. Nothing in Section 16.2 14.02 or in this Section 16.3 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section 9.7shall be subject to the further provisions of Section 14.06.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company Company, shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company Company, as the case may be, on account of the principal (and premium, if any) or interest on the DebenturesNotes; and upon any such dissolution or winding-up or liquidation or reorganization, reorganization any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Notes or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIVI, shall be paid by the Company Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Debentures Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company Company, (pro rata to such the holders on the basis of the respective amounts of Senior Indebtedness held by such holdersIndebtedness, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, Indebtedness before any payment or distribution is made to the holders Holders of Debentures Notes or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI VI with respect to the Debentures Notes to the payment of all Senior Indebtedness of the Company, as the case may be, Company that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII X of the Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 6.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIX of the Indenture. Nothing in Section 16.2 6.2 or in this Section 16.3 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.78.07 of the Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of the assets of the Company of any kind or characterthe Guarantors, whether in cash, property or securitiesas the case may be, to creditors creditors, upon any dissolution or winding-up or a liquidation or reorganization a dissolution of the CompanyCompany or the Guarantors, whether voluntary or involuntary as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, similar proceeding relating to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiverthe Guarantors, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distributionas the case may be, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the their respective property: (a) holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the CompanyGuarantor, as the case may be, remaining unpaid shall be entitled to the extent necessary to pay receive payment in full in cash of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. Person (c) For purposes including interest (if any), accruing on or after the commencement of this Article XVIa proceeding in bankruptcy, the words "cash, property whether or securities" shall not be deemed to include shares of stock of the Company allowed as reorganized or readjusted, or securities of a claim against the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the CompanyGuarantors, as the case may be, that may at the time be outstanding, provided that (iin such bankruptcy proceeding) such Senior Indebtedness is assumed by the new corporationbefore Holders of Subordinated Securities and any related Guarantees, if any, resulting shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any such reorganization or readjustment; and (ii) the rights of the holders payment in respect of such related Guarantees from the Guarantors; and (b) until the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company withor any Guarantor, or as the merger case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company into, another corporation or the liquidation or dissolution Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company following or the conveyance or transfer of its property Guarantors, as an entirety, or substantially as an entiretythe case may be, to another corporation upon at least the terms and conditions provided for in Article XII shall not be deemed a dissolutionsame extent as the Subordinated Securities of the Company or the related Guarantee of any Guarantor, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7respectively.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment ------------------------------------ by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company Company, on account of the principal (and premium, if any) or interest on the Debentures; and upon . Upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXV, shall be paid by the Company Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may beIndebtedness, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may beIndebtedness, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII XI of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIXI of this Indenture. Nothing in Section 16.2 15.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company Company, of any kind or character, whether in including without limitation cash, property or securities, to creditors upon pursuant to or as a result of any dissolution Insolvency or winding-up Bankruptcy Proceeding, all principal, interest (including interest after the commencement of any Insolvency or liquidation Bankruptcy Proceeding at the Default rate set forth in the agreement or reorganization of the Companyinstrument relating to such Senior Indebtedness whether or not such interest is an allowable claim under such proceeding), whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all payable on the Senior Indebtedness of the Company or claims relating thereto, shall first be paid in full, or payment thereof be provided for in money cash or in accordance with its termsa manner satisfactory to the Holders of such Senior Indebtedness, before any payment is made either the holders of the Indebtedness evidenced by the Company on account Notes or the Trustee under this Indenture shall be entitled to retain any assets so paid or distributed in respect of the principal or interest on the Debenturesthis Indenture (except for Permitted Junior Securities); and upon any such dissolution Insolvency or winding-up or liquidation or reorganization, Bankruptcy Proceeding any payment by the Company, or distribution of assets of the Company Company, of any kind or character, whether in including without limitation, cash, property or securities, to which the holders Holders of the Debentures Notes or the Trustee under this Indenture would be entitled to receive from the Company, except for the provisions of this Article XVI5, shall be paid by the Company or by any receiver, administrator, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Debentures Notes or by the Trustee under this Indenture if received by them or it, directly to the holders Holders of the Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to their representatives under the trustee agreement or trustees under any indenture instrument pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, issued as their respective interests may appear, to the extent necessary to pay such all Senior Indebtedness in full, in money cash or money's worth, after giving effect in a manner satisfactory to any concurrent payment or distribution to or for the holders Holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holders of Debentures the Notes or to by the TrusteeTrustee under this Indenture (except for Permitted Junior Securities). (b) In the event that, notwithstanding the foregoing, Upon any payment or distribution of assets of the Company referred to in this Article 5, the Trustee, subject to Article 9, and the Holders of Notes will be entitled to rely upon a certificate of the liquidation trustee or agent or other Person making any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by distribution to the Trustee before all Senior Indebtedness or to the Holders of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust Notes for the benefit purpose of and shall be paid over or delivered ascertaining the Persons entitled to participate in such distribution, the holders of such the Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior other Indebtedness of the Company, as the case may beamount thereof or payable thereon, remaining unpaid the amount paid or distributed thereon and all other facts pertinent thereto or to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.75.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest on the DebenturesDebt Securities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXIII, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, Company remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXIII, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XIII with respect to the Debentures Debt Securities to the payment of all Senior Indebtedness of the Company, as the case may be, Company that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 13.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIX of this Indenture. Nothing in Section 16.2 13.2 or in this Section 16.3 13.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.77.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of the assets of the Company of or any kind or character, whether in cash, property or securities, Subsidiary Guarantor to creditors upon any dissolution a total or winding-up or partial liquidation or reorganization a total or partial dissolution of the Company, whether voluntary Company or involuntary such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other proceedings, all amounts due upon similar proceeding relating to the Company or such Subsidiary Guarantor or their respective properties: (1) holders of Senior Indebtedness in the case of the Company or holders of Guarantor Senior Indebtedness of such Subsidiary Guarantor in the case of such Subsidiary Guarantor shall be entitled to receive payment in full of all Senior Indebtedness in the case of the Company or all such Guarantor Senior Indebtedness in the case of such Subsidiary Guarantor before Securityholders shall first be entitled to receive any payment of principal of or interest on or other amounts with respect to the Securities from the Company or such Subsidiary Guarantor, whether directly by the Company or pursuant to the Subsidiary Guarantee; and (2) until the Senior Indebtedness in the case of the Company or such Guarantor Senior Indebtedness in the case of such Subsidiary Guarantor is paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is or distribution to which Securityholders would be entitled but for this Article X shall be made to holders of Senior Indebtedness in the case of payments or distributions made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Guarantor Senior Indebtedness in the case of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held payments or distributions made by such holdersSubsidiary Guarantor, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, in each case as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXVII, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVIXVII, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XVII with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII XIII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 17.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIXIII. Nothing in Section 16.2 17.2 or in this Section 16.3 17.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.710.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of the assets of any of the Company Partnership or the Subsidiary Guarantors to creditors (i) upon a liquidation or a dissolution of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the CompanyPartnership or the Subsidiary Guarantors or (ii) in a bankruptcy, whether voluntary or involuntary or in bankruptcyreorganization, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness similar proceeding relating to any of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Partnership or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company Subsidiary Guarantors or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the its property: (a) holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) Partnership or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantor, as the case may be, remaining unpaid shall be entitled to the extent necessary to pay receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in full in money in accordance with its termsbankruptcy, after giving effect to whether or not allowed as a claim against the Partnership or any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantors, as the case may be, that may at the time in such bankruptcy proceeding) before Holders of Subordinated Debt Securities and any related Guarantee shall be outstandingentitled to receive any payment of principal of, provided that (i) such Senior Indebtedness is assumed by the new corporationor premium, if any, resulting or interest on, the Subordinated Debt Securities from the Partnership, or any such reorganization or readjustment; and (ii) the rights payment in respect of the holders of such Guarantee from the Subsidiary Guarantors; and (b) until the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company withPartnership or any Subsidiary Guarantor, or as the merger case may be, is paid in full, any distribution to which Holders of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms Subordinated Debt Securities and conditions provided any related Guarantee would be entitled but for in this Article XII shall not be deemed a dissolution, winding-up, liquidation made to holders of Senior Indebtedness of the Partnership or reorganization for the purposes of this Section 16.3 if such other corporation shallSubsidiary Guarantors, as a part the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of such consolidationany of the Partnership or the Subsidiary Guarantors, mergeras the case may be, conveyance to at least the same extent as the Subordinated Debt Securities of the Partnership or transferthe related Guarantee of any Subsidiary Guarantor, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7respectively.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of the assets of the Company of any kind Partnership or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantors, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its termscreditors, after giving effect to any concurrent payment upon a liquidation or distribution to or for the benefit a dissolution of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, Partnership or the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the CompanySubsidiary Guarantors, as the case may be, that or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Partnership or the Subsidiary Guarantors, as the case may at be, or their respective property: (a) holders of Senior Indebtedness of the time Partnership or any Subsidiary Guarantor, as the case may be, shall be outstanding, provided that (i) entitled to receive payment in full in cash of such Senior Indebtedness is assumed by of such Person (including interest (if any), accruing on or after the new corporationcommencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Partnership or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantee shall be entitled to receive any payment of principal of, or premium, if any, resulting or interest on, the Subordinated Securities from the Partnership, or any such reorganization or readjustmentpayment in respect of any Guarantee from the Subsidiary Guarantors; and and (iib) until the rights Senior Indebtedness of the Partnership or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantee would be entitled but for this Article X shall be made to holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, Partnership or the merger Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company into, another corporation Partnership or the liquidation or dissolution Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company following Partnership or the conveyance or transfer related Guarantee of its property as an entiretyany Subsidiary Guarantor, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7respectively.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts Allocable Amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts Allocable Amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Allocable Amounts in respect of such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Allocable Amounts in respect of Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all Allocable Amounts in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 15.3 if such other corporation shallPerson, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, shall comply with the conditions stated in Article XII. Nothing in Section 16.2 or in X of this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness and Subordinated Debt of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Junior Subordinated Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVISixteen, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness and Subordinated Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness and Subordinated Debt held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness and Subordinated Debt may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness and Subordinated Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtednessand Subordinated Debt, before any payment or distribution is made to the holders of Debentures Holders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness and Subordinated Debt of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness and Subordinated Debt or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness and Subordinated Debt may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness and Subordinated Debt of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness and Subordinated Debt in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) and Subordinated Debt. For purposes of this Article XVISixteen, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI Sixteen with respect to the Junior Subordinated Debentures to the payment of all Senior Indebtedness and Subordinated Debt of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness and Subordinated Debt is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness and Subordinated Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII Twelve of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIITwelve of this Indenture. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.79.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment or distribution is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money or money's worth in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated subordinated, at least to the extent provided in this Article XVI with respect to the Debentures Debentures, to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation corporation, or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company Issuer or any Restricted Subsidiary, of any kind or character, whether in including without limitation cash, property or securities, to creditors upon pursuant to or as a result of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization (including any reorganization pursuant to an arrangement under corporate statute) or other similar proceedings relative to the Issuer, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up or liquidation or reorganization of the CompanyIssuer, whether voluntary or involuntary not involving insolvency or bankruptcy of the Issuer, including as a result of any event contemplated in bankruptcyparagraph 9.1(8) or paragraph 9.1(9), insolvency, receivership or other proceedings, all amounts due upon all the Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether full in cash, property or securities, to which the holders provided that those creditors holding other Indebtedness of the Issuer secured by Permitted Liens shall receive payment to the extent of the value of the assets subject to those Permitted Liens, before either the Holders of Debentures or the Trustee Debenture Trustees under this Indenture shall be entitled to any such payment or distribution, and any assets so paid or distributed to which any Holder of Debentures or the Debenture Trustees under this Indenture would be entitled to receive from the Company, except for the provisions of this Article XVI7, shall be paid or distributed by the Company Issuer, the applicable Restricted Subsidiary or by any receiver, administrator, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distributiondistribution on behalf of the Issuer or the applicable Guarantor, or by the holders any Holder of the Debentures or by the a Debenture Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such all Senior Indebtedness in fullfull in cash, in money or money's worth, after giving effect to any concurrent provided that those creditors holding other Indebtedness of the Issuer secured by Permitted Liens shall receive payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders extent of Debentures or the value of the assets subject to the Trusteethose Permitted Liens. (b) In the event that, notwithstanding the foregoing, Upon any payment or distribution of assets of the Company Issuer or any Restricted Subsidiary referred to in this Article 7, the Debenture Trustees, and subject to Article 16, the Holders of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall Debentures will be received by the Trustee before all Senior Indebtedness entitled to rely upon a certificate of the Company is paid in full, liquidation trustee or provision is made for such payment in money in accordance with its terms, agent or other Person making any such payment or distribution shall be held in trust to the Debenture Trustees or to the Holders of Debentures for the benefit purpose of and shall be paid over ascertaining the Persons entitled to participate in such payment or delivered to distribution, the holders of such Senior Indebtedness or their representative or representatives, or to and the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment holders of all Senior other Indebtedness of the CompanyIssuer or the applicable Guarantor, as the case may beamount thereof or payable thereon, remaining unpaid the amount paid or distributed in respect thereof and all other facts pertinent thereto or to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.77.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness and Subordinated Debt of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Junior Subordinated Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness and Subordinated Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness and Subordinated Debt held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness and Subordinated Debt may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness and Subordinated Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtednessand Subordinated Debt, before any payment or distribution is made to the holders of Debentures Holders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness and Subordinated Debt of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, subject to Section 16.06, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness and Subordinated Debt or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness and Subordinated Debt may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness and Subordinated Debt of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness and Subordinated Debt in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) and Subordinated Debt. For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Junior Subordinated Debentures to the payment of all Senior Indebtedness and Subordinated Debt of the Company, as the case may be, that may at the time be outstanding, provided that (ia) such Senior Indebtedness and Subordinated Debt is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (iib) the rights of the holders of such Senior Indebtedness and Subordinated Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 16.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIXII of this Indenture. Nothing in Section 16.2 16.02 or in this Section 16.3 16.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.79.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company Company, of any kind or character, whether in including without limitation cash, property or securities, to creditors upon pursuant to or as a result of any dissolution Insolvency or winding-up Bankruptcy Proceeding, all principal, interest (including interest after the commencement of any Insolvency or liquidation Bankruptcy Proceeding at the default rate set forth in the agreement or reorganization of the Companyinstrument relating to such Senior Indebtedness whether or not such interest is an allowable claim under such proceeding), whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all payable on the Senior Indebtedness of the Company or claims relating thereto, shall first be paid in full, or payment thereof be provided for in money cash or in accordance with its termsa manner satisfactory to the holders of such Senior Indebtedness, before any payment is made either the Holders of the indebtedness evidenced by the Company on account Notes or the Trustee under this Indenture shall be entitled to retain any assets so paid or distributed in respect of the principal or interest on the Debenturesthis Indenture; and upon any such dissolution Insolvency or winding-up or liquidation or reorganization, Bankruptcy Proceeding any payment by the Company, or distribution of assets of the Company Company, of any kind or character, whether in including without limitation, cash, property or securities, to which the holders Holders of the Debentures Notes or the Trustee under this Indenture would be entitled to receive from the Company, except for the provisions of this Article XVI5, shall be paid by the Company or by any receiver, administrator, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by the holders Holders of the Debentures Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of the Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to their representatives under the trustee agreement or trustees under any indenture instrument pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, issued as their respective interests may appear, to the extent necessary to pay such all Senior Indebtedness in full, in money cash or money's worth, after giving effect in a manner satisfactory to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holders of Debentures the Notes or to by the TrusteeTrustee under this Indenture. (b) In the event that, notwithstanding the foregoing, Upon any payment or distribution of assets of the Company referred to in this Article 5, the Trustee, subject to Article 9, and the Holders of Notes will be entitled to rely upon a certificate of the liquidation trustee or agent or other person making any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by distribution to the Trustee before all Senior Indebtedness or to the Holders of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust Notes for the benefit purpose of and shall be paid over or delivered ascertaining the persons entitled to participate in such distribution, the holders of such the Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior other Indebtedness of the Company, as the case may beamount thereof or payable thereon, remaining unpaid the amount paid or distributed thereon and all other facts pertinent thereto or to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.75.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or dissolution, winding-up or up, liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Company Senior Indebtedness with respect to the Securities of the Company any series shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal of, premium or interest on (including any Additional Interest) on, or Additional Amounts with respect to, the DebenturesSecurities of such series; and upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI16, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of such Company Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of such Company Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Company Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Company Senior Indebtedness in full, in money or money's ’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Company Senior Indebtedness, before any payment or distribution is made to the holders Holders of Debentures the Securities of such series or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, foregoing shall be received by the Trustee before all such Company Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Company Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Company Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all such Company Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Company Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Company Senior Indebtedness. (c) . For purposes of this Article XVI16, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI 16 with respect to the Debentures Securities of the relevant series to the payment of all Company Senior Indebtedness with respect to the Securities of the Company, as the case may be, such series that may at the time be outstanding, provided that (i) such Company Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Company Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII Sections 8.1 and 8.2 of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIISections 8.1 and 8.2 of this Indenture. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by distribution to creditors of the Company in a liquidation, dissolution or winding up of the Company or distribution of assets of the Company of any kind or characterin a bankruptcy, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcyreorganization, insolvency, receivership or other proceedings, all amounts due upon all similar proceeding relating to the Company or its property: (1) holders of Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money cash or money's worth, after giving effect in a manner satisfactory to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness before Securityholders shall be entitled to receive any payments of principal of or premium, if any, or interest on Securities; and (2) until the Company Senior Indebtedness is paid in full, full in cash or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered a manner satisfactory to the holders of such Senior Indebtedness or their representative or representativesIndebtedness, or to the trustee or trustees under any indenture pursuant distribution to which any instruments evidencing such Securityholders would be entitled but for this Article shall be made to holders of Senior Indebtedness may have been issued, and as their respective interests may appear. A distribution may consist of cash, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment securities or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) other property. For purposes of this Article XVIonly, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation or other entity provided for by a plan of reorganization or readjustment, the readjustment which are subordinated in right of payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that which may at the time be outstandingoutstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentin this Article. The consolidation of the Company with, or the merger of the Company into, or the conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to, another corporation Person upon the terms and conditions set forth in Article 6, or the liquidation or dissolution of the Company following the any such conveyance or transfer of its property as an entiretytransfer, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-winding up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganization marshalling of assets and liabilities of the Company for the purposes of this Section 16.3 if the Person formed by such other corporation consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease of 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 stated set forth in Article XII6. Nothing Any taxes that have been withheld or deducted from any payment or distribution in Section 16.2 or in this Section 16.3 shall apply to claims ofrespect of the Securities, or payments toany taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee under or pursuant to Section 9.7any Holder receives for purposes of this Section.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts Allocable Amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXIII, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts Allocable Amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Allocable Amounts in respect of such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holders of Debentures the Securities or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Allocable Amounts in respect of Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all Allocable Amounts in respect of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXIII, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XIII with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII VIII of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 13.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article XIIVIII of this Indenture. Nothing in Section 16.2 13.2 or 13.3 in this Section 16.3 13.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.7 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or the Guarantor or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the CompanyCompany or the Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the Company or the Guarantor, as the case may be, shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company or the Guarantor, as the case may be, on account of the principal (and premium, if any) or interest on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the CompanyCompany or the Guarantor, or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the CompanyCompany or the Guarantor, as the case may be, except for the provisions of this Article XVIFifteen, shall be paid by the Company or the Guarantor, as the case may be, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company or the Guarantor, as the case may be (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the CompanyCompany or the Guarantor, as the case may be) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company or the Guarantor is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the CompanyCompany or the Guarantor, for application to the payment of all Senior Indebtedness of the CompanyCompany or the Guarantor, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIFifteen, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company or the Guarantor as reorganized or readjusted, or securities of the Company or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI Fifteen with respect to the Debentures Securities to the payment of all Senior Indebtedness of the CompanyCompany or the Guarantor, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company or the Guarantor with, or the merger of the Company or the Guarantor into, another corporation or the liquidation or dissolution of the Company or the Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII Ten of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 15.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIITen of this Indenture. Nothing in Section 16.2 15.02 or in this Section 16.3 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all holders of Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or charactercharacter prohibited by the foregoing, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 15.2 if such other corporation Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in 41 Article XIIX of this Indenture. Nothing in Section 16.2 15.2 or in this Section 16.3 15.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. In the event of (a) Upon any payment by 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 distribution to its creditors, as such, or to its assets, (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding") the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or cash equivalents of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the holders of the Debentures are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securitiessecurities (other than Junior Securities paid as interest on the Debentures), on account of principal of or interest on the Debentures or on account of any purchase or other acquisition of Debentures by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a "Debenture Payment"), and to creditors upon that end the holders of all Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any dissolution Debenture Payment which may be payable or winding-up deliverable in respect of the Debentures in any such Proceeding. To the extent any payment of Senior Indebtedness (whether by or liquidation or reorganization on behalf of the Company, whether voluntary as proceeds of security or involuntary enforcement of any right of setoff or in bankruptcyotherwise) is declared to be fraudulent or preferential, insolvency, receivership set aside or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first required to be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment or distributionis recovered by, or by paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the holders Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. In the event that, notwithstanding the foregoing provisions of this Section, the Debentures holder of any Debenture shall have received any Debenture Payment before all Senior Indebtedness is paid in full or by the Trustee under this Indenture if received by them payment thereof provided for in cash or it, directly cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness Indebtedness, then and in such event such Debenture Payment shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company (pro rata for application to such holders on the basis payment of the respective amounts of all Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appearremaining unpaid, to the extent necessary to pay such all Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Section 14 only, before the words "any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares (a) any payment of interest on the Debentures made solely in Junior Securities or (b) a payment or distribution of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the 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 of which is subordinated to all then outstanding Senior Indebtedness at least to the same extent as the Debentures are so subordinated as provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, Section 14; provided that (i1) such Senior Indebtedness is assumed by the if a new corporation, if any, resulting corporation results from any such reorganization or readjustment; , such corporation assumes the Senior Indebtedness and (ii2) the rights of the holders of such the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of or the Company following the conveyance conveyance, transfer, sale or transfer lease of all or substantially all of its property as an entirety, or substantially as an entirety, properties and assets to another corporation Person upon the terms and conditions provided for set forth in Article XII either Section 12.6 or Section 13.1, as then applicable, shall not be deemed a dissolution, winding-up, liquidation or reorganization Proceeding for the purposes of this Section 16.3 if the Person formed by such other corporation consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer, sale or lease such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or conveyance, transfer, sale or lease comply with the conditions stated set forth in Article XII. Nothing in either Section 16.2 12.6 or in this Section 16.3 shall apply to claims of13.1, or payments to, the Trustee under or pursuant to Section 9.7as then applicable.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or of the Company in a liquidation or reorganization dissolution of the Company, whether voluntary or involuntary or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, all amounts due upon all in an assignment for the benefit of creditors or in any marshalling of the Company's assets and liabilities: (i) holders of Senior Indebtedness Debt of the Company shall first receive payment in full in cash or Cash Equivalents (other than Cash Equivalents of the type referred to in clauses (iii) and (iv) of the definition thereof) of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt, whether or not such interest is an allowable claim) before Holders of the Notes shall be entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Notes (except that Holders may receive and retain (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Article 8 hereof, so long as the trust was created in accordance with all relevant conditions specified in Article 8 hereof); and (ii) until all Obligations with respect to Senior Debt of the Company (as provided in subsection (i) above) are paid in full, in cash or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account Cash Equivalents (other than Cash Equivalents of the principal or interest on the Debentures; type referred to in clauses (iii) and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets (iv) of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoingdefinition thereof), any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, to which Holders would be entitled but for this Article 10 shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under Debt (except that Holders of Notes may receive (A) Permitted Junior Securities and (B) payments and other distributions made from any indenture defeasance trust created pursuant to which any instruments evidencing such Senior Indebtedness may have been issuedArticle 8 hereof, and so long as the trust was created in accordance with all relevant conditions specified in Article 8 hereof), as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or winding up, liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts (including principal, premium, if any, and interest) due or to become due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest (including any Additional Payments) or Additional Redemption Distributions on the DebenturesSecurities; and upon any such dissolution or winding-up or winding up, liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Securities or the Trustee would be entitled to receive from the Companyentitled, except for the provisions of this Article XVITwelve, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Debentures Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holders of Debentures Securities or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVITwelve, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI Twelve with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding; PROVIDED, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, all or substantially as an entirety, all its properties and assets on a consolidated basis to another corporation Person upon the terms and conditions provided for in Article XII Eight hereof shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the purposes of this Section 16.3 1203 if such other corporation Person shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article XIIEight hereof. Nothing in Section 16.2 1202 or in this Section 16.3 1203 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.607 hereof. 54

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or dissolution, winding-up or up, liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness with respect to the Securities of the Company any series shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal of, premium or interest on on, or Additional Amounts with respect to, the DebenturesSecurities of such series; and upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI16, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of such Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of such Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holders of Debentures the Securities of such series or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, foregoing shall be received by the Trustee before all such Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVI16, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation Corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI 16 with respect to the Debentures Securities of the relevant series to the payment of all Senior Indebtedness with respect to the Securities of the Company, as the case may be, such series that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporationCorporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are 79 88 not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII 8 of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII8 of this Indenture. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. In the event of: (a) Upon any payment insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property; (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings; (c) any general assignment by the Company or distribution for the benefit of creditors; or (d) any other marshalling of the assets of the Company Company, all Senior Indebtedness (including, without limitation, interest accruing after the commencement of any kind such proceeding, assignment or charactermarshalling of assets) shall first be paid in full before any payment or distribution, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership securities or other proceedingsproperty, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Junior Subordinated Debentures; and upon . In any such dissolution or winding-up or liquidation or reorganizationevent, any payment by the Company, or distribution of assets of the Company of any kind or characterdistribution, whether in cash, property securities or securitiesother property, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except otherwise (but for the provisions of this Article XVI, shall 7) be paid by payable or deliverable in respect of the Company or by Junior Subordinated Debentures (including any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, distribution which may be payable or deliverable by the holders reason of the Debentures or by payment of any other indebtedness of the Trustee under this Indenture if received by them or it, directly Company being subordinated to the payment of the Securities) shall generally be paid to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representativesIndebtedness, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in fullrepresentatives, in money or money's worth, after giving effect to any concurrent payment or distribution to or for accordance with the priorities then existing among such holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before until all Senior Indebtedness of the Company is shall have been paid in full, or provision is made for such payment . Payments on the Junior Subordinated Debentures in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit form of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or other securities of the Company or those of any other corporation provided for by a plan of reorganization or a readjustment, the payment of which is subordinated subordinate, at least to the extent provided in the subordination provisions of this Article XVI Third Supplemental Indenture with respect to the Debentures indebtedness evidenced by the Junior Subordinated Debentures, to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from outstanding and to any such reorganization or readjustment; and (ii) the rights of the holders securities issued in respect of such Senior Indebtedness are not, without the consent under any such plan of such holders, altered by such reorganization or readjustment, shall be paid or delivered directly to the holders of Senior Indebtedness and then, if any amounts remain, to the holders of Junior Subordinated Debentures. The consolidation No present or future holder of any Senior Indebtedness will be prejudiced in the right to enforce the subordination of the Company with, Junior Subordinated Debentures by any act or failure to act on the merger part of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7Company.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or dissolution, winding-up or up, liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness with respect to the Securities of the Company any series shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal of, and premium or interest on interest, if any, on, the DebenturesSecurities of such series; and upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI16, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of such Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of such Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holders of Debentures the Securities of such series or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, foregoing shall be received by the Trustee before all such Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVI16, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI 16 with respect to the Debentures Securities of the relevant series to the payment of all Senior Indebtedness with respect to the Securities of the Company, as the case may be, such series that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII Sections 8.1 and 8.2 of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIISections 8.1 and 8.2 of this Indenture. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-winding up or liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts (including principal, premium, if any, and interest) due or to become due upon all Senior Indebtedness of the Company Debt shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest on the DebenturesSecurities; and upon any such dissolution or winding-winding up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Securities or the Trustee would be entitled to receive from the Companyentitled, except for the provisions of this Article XVIXII, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Debentures Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt, before any payment or distribution is made to the holders Holders of Debentures Securities or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, foregoing shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Company Debt is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness Debt or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness Debt may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, Debt remaining unpaid to the extent necessary to pay such Senior Indebtedness Debt in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) Debt. For purposes of this Article XVIXII, the words words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XII with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that Debt which may at the time be outstanding, provided ; PROVIDED that (i) such Senior Indebtedness Debt is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, all or substantially as an entirety, all its properties and assets on a consolidated basis to another corporation Person upon the terms and conditions provided for in Article XII VIII hereof shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the purposes of this Section 16.3 12.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article XIIVIII hereof. Nothing in Section 16.2 12.02 or in this Section 16.3 12.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.07 hereof.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company’s liquidation, whether voluntary dissolution, winding up, reorganization, assignment for the benefit of its creditors, marshaling of its assets or involuntary or in any bankruptcy, insolvency, receivership debt restructuring or other proceedingssimilar proceedings in connection with any insolvency or bankruptcy proceeding involving the Company, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal of or interest (including contingent interest) on the DebenturesDebentures or any other amounts which may be due on the Debentures pursuant to the terms hereof or otherwise; and upon any such dissolution or winding-up or liquidation or reorganizationevent, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full, in money or money's ’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Holders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or charactercharacter prohibited by the foregoing and at a time when a Responsible Officer of the Trustee or such Holder has actual knowledge that such payment should not have been made to it, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIV, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation company provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI V with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporationcompany, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII 5 of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 5.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article XII5 of the Base Indenture. Nothing in Section 16.2 5.02 or in this Section 16.3 5.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.77.07 of the Base Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness Debt of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIXV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company Debt is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness Debt or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness Debt may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, Debt remaining unpaid to the extent necessary to pay all amounts due in respect of such Senior Indebtedness Debt in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) Debt. For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, Debt that may at the time be outstanding, provided that (i) such Senior Indebtedness Debt is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 15.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article XIIX of this Indenture. Nothing in Section 16.2 15.02 or in this Section 16.3 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company Corporation or distribution of assets of the Company Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or dissolution, winding-up or up, liquidation or reorganization of the CompanyCorporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon the holders of all Senior Indebtedness of the Company shall Corporation will first be paid entitled to receive payment in full, or payment thereof provided for in money in accordance with its termsfull of such Senior Indebtedness, before any payment is made by the Company Corporation on account of the principal of (or premium, if any) or interest on the DebenturesSecurities (including Compounded Interest and Additional Sums (if any) and Liquidated Damages, if any, or any other amounts which may be due on the Securities pursuant to the terms hereof or thereof); and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the CompanyCorporation, or distribution of assets of the Company Corporation of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Debenture Trustee would be entitled to receive from the CompanyCorporation, except for the provisions of this Article XVIXV, shall be paid by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Debenture Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company Corporation (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the CompanyCorporation) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Debenture Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company Corporation of any kind or charactercharacter prohibited by the foregoing, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Debenture Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the CompanyCorporation, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company Corporation as reorganized or readjusted, or securities of the Company Corporation or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company Corporation with, or the merger of the Company Corporation into, another corporation Person or the liquidation or dissolution of the Company Corporation following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 15.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article XIIX of this Indenture. Nothing in Section 16.2 15.02 or in this Section 16.3 15.03 shall apply to claims of, or payments to, the Debenture Trustee under or pursuant to Section 9.76.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if and to the extent received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's ’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporationPerson, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-winding up or liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts principal of, and premium, if any, and interest due upon or to become due on, all Senior Indebtedness of the Company shall first Debt must be paid in full, or payment thereof provided for in money in accordance with its terms, full before any payment is made by the Company on account of the principal of, or premium, if any, or interest on (including any Additional Payments) on, the Debentures; and upon any such dissolution or winding-winding up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures or the Trustee would be entitled to receive from the Companyentitled, except for the provisions of this Article XVIXII, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay such the Senior Indebtedness Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt, before any payment or distribution is made to the holders Holders of Debentures or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Debentures before all Senior Indebtedness of the Company Debt is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness Debt or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness Debt may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, Debt remaining unpaid to the extent necessary to pay such Senior Indebtedness Debt in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) Debt. For purposes of this Article XVIXII, the words words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XII with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, Debt that may at the time be outstanding; provided, provided that (i) such Senior Indebtedness Debt is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, all or substantially as an entirety, all its properties and assets on a consolidated basis to another corporation Person upon the terms and conditions provided for in Article XII VIII hereof shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the purposes of this Section 16.3 12.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated in Article XIIVIII hereof. Nothing in Section 16.2 12.2 or in this Section 16.3 12.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.7 hereof.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, general assignment, marshaling of any assets or liabilities for the benefit of creditors or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal principal, and premium, if any, or interest on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIFifteen, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIFifteen, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI Fifteen with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII Ten of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 15.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIITen of this Indenture. Nothing in Section 16.2 15.02 or in this Section 16.3 15.03 shall apply to claims of, or payments topayments, the Trustee under or pursuant to Section 9.77.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-winding up or liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts principal of, and premium, if any, and interest due upon or to become due on, all Senior Indebtedness of the Company shall first must be paid in full, or payment thereof provided for in money in accordance with its terms, full before any payment is made by the Company on account of the principal (and premium, if any) or interest on the DebenturesSecurities; and upon any such dissolution or winding-winding up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Holders or the Trustee would be entitled to receive from the Companyentitled, except for the provisions of this Article XVITwelve, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Holders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVITwelve, the words words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI Twelve with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that which may at the time be outstanding; provided, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, all or substantially as an entirety, all its properties and assets on a consolidated basis to another corporation Person upon the terms and conditions provided for in Article XII Eight hereof shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the purposes of this Section 16.3 1203 if such other corporation Person shall, as a part of such consolidation, merger" conveyance, conveyance transfer or transferlease, comply with the conditions stated in Article XIIEight hereof. Nothing in Section 16.2 1202 or in this Section 16.3 1203 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7607 hereof.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest (including Compounded Interest and Additional Sums, if any) on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIARTICLE XV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full, in money or money's worthin accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or any Securityholder before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIARTICLE XV only, the words "assets of the Company of any kind or character, whether cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI ARTICLE XV with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, ; provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII ARTICLE X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 SECTION 15.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.56

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company Corporation or distribution of assets of the Company Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or dissolution, winding-up or up, liquidation or reorganization of the CompanyCorporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon the holders of all Senior Indebtedness of the Company shall Corporation will first be paid entitled to receive payment in full, or payment thereof provided for in money in accordance with its termsfull of Allocable Amounts of such Senior Indebtedness, before any payment is made by the Company Corporation on account of the principal of or interest on the DebenturesSecurities (including Compounded Interest and Additional Sums (if any) or any other amounts which may be due on the Securities pursuant to the terms hereof or thereof); and upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization, any payment by the CompanyCorporation, or distribution of assets of the Company Corporation of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Debenture Trustee would be entitled to receive from the CompanyCorporation, except for the provisions of this Article XVIXV, shall be paid by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Debenture Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company Corporation (pro rata to such holders on the basis of the respective amounts Allocable Amounts of Senior Indebtedness held by such holders, as calculated by the CompanyCorporation) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Allocable Amounts of Senior Indebtedness in full, in money or money's moneys worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Debenture Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company Corporation of any kind or charactercharacter prohibited by the foregoing, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee Debenture Trustee, or any Securityholder, before the Allocable Amounts of all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered by the Debenture Trustee (if the Notice requested by Section 15.06 has been received by the Debenture Trustee) or by any Securityholder, to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the CompanyCorporation, for application to the payment of all Allocable Amounts of Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all Allocable Amounts of such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company Corporation as reorganized or readjusted, or securities of the Company Corporation or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company Corporation with, or the merger of the Company Corporation into, another corporation Person or the liquidation or dissolution of the Company Corporation following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article XII X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 15.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article XIIX of this Indenture. Nothing in Section 16.2 15.02 or in this Section 16.3 15.03 shall apply to claims of, or payments to, the Debenture Trustee under or pursuant to Section 9.76.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness and Subordinated Debt of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Junior Subordinated Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness and Subordinated Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness and Subordinated Debt held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness and Subordinated Debt may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness and Subordinated Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtednessand Subordinated Debt, before any payment or distribution is made to the holders of Debentures Holders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness and Subordinated Debt of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to 50 57 the holders of such Senior Indebtedness and Subordinated Debt or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness and Subordinated Debt may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness and Subordinated Debt of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness and Subordinated Debt in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) and Subordinated Debt. For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Junior Subordinated Debentures to the payment of all Senior Indebtedness and Subordinated Debt of the Company, as the case may be, that may at the time be outstanding, provided that (ia) such Senior Indebtedness and Subordinated Debt is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (iib) the rights of the holders of such Senior Indebtedness and Subordinated Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 16.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIXII of this Indenture. Nothing in Section 16.2 16.02 or in this Section 16.3 16.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.79.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or partial dissolution, winding-up or up, liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, assignment for the benefit of creditors or marshalling of the Company's assets, or in bankruptcy, insolvency, receivership or other similar proceedings, whether voluntary or involuntary, all amounts principal, premium, if any, and interest due upon or to become due to all Senior Indebtedness of the Company shall first be paid in fullfull in cash, or such payment thereof duly provided for in money in accordance with its termsto the satisfaction of the holders of the Senior Indebtedness, before the Holders are entitled to receive or retain any payment is made by the Company on account of the principal or interest on the Debenturespayment; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, character whether in cash, property or securities, to which the holders of the Debentures Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVIarticle, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, to the extent necessary to pay such Senior Indebtedness in fullfull in cash, in money or money's worthsuch payment duly provided for to the satisfaction of the holders of the Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Holders or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of such Senior Indebtedness or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full full, in money in accordance with its termscash, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders or to the Trustee. (c) For purposes of this Article XVIarticle, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI article with respect to the Debentures Securities to the payment of all Senior Indebtedness of the Company, as the case may be, Company that may at the time be outstanding; provided, provided however, that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The amalgamation or consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, properties or assets substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII Eight of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 1303 if such other corporation shall, as a part of such amalgamation, consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIEight of this Indenture. Nothing in Section 16.2 1302 or in this Section 16.3 section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7607 of this Indenture. (d) If the 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 claim in such proceeding, then the holder of any Senior Indebtedness is hereby authorized, and has the right, to file an appropriate claim or claims for or on behalf of such Holder of Securities.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company any Guarantor or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or dissolution, winding-up or up, liquidation or reorganization of the Companyany Guarantor, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof shall have been provided for in money in accordance with its termsterms or the Guaranteed Amount shall have been delivered to the Trustee pursuant to the following paragraph, before any payment is made by the Company such Guarantor on account of the principal or interest any Note Guarantee on the DebenturesGuaranteed Notes; and upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization, or in any such bankruptcy, insolvency, receivership or other proceeding, any payment by the Companyany Guarantor, or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Guaranteed Notes or the Trustee would be entitled to receive from the Companysuch Guarantor, except for the provisions of this Article XVISeventeen, shall be paid by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distributiondistribution to the extent not already paid (including to the Trustee pursuant to the following paragraph), or by the holders of the Debentures Guaranteed Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of such Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of such Senior Indebtedness held by such holders, as calculated by the CompanyGuarantor) or their representative or representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's ’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures the Guaranteed Notes or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoingforegoing is made and, shall be received by concurrently therewith, the Trustee shall have received an amount in cash from the Guarantors equal to the Guaranteed Amount before all such Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and as their respective interests may appear, as calculated by the CompanyGuarantor, for application to the payment of all such Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVISeventeen, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company any Guarantor as reorganized or readjusted, or securities of the Company any Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI Seventeen with respect to the Debentures Guaranteed Notes to the payment of all Senior Indebtedness of with respect to the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7Guaranteed Notes.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or the Guarantor, or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the CompanyCompany or the Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company or the Guarantor, as the case may be, shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company or the Guarantor, as the case may be, on account of the principal (and premium, if any) or interest on the DebenturesNotes; and upon any such dissolution or winding-up or liquidation or reorganization, reorganization any payment by the CompanyCompany or the Guarantor, or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Note or the Trustee would be entitled to receive from the CompanyCompany or the Guarantor, as the case may be, except for the provisions of this Article XVISix, shall be paid by the Company or the Guarantor, as the case may be, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company or the Guarantor, as the case may be (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the CompanyCompany or the Guarantor, as the case may be) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Notes or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders of the Notes before all Senior Indebtedness of the Company or the Guarantor is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the CompanyCompany or the Guarantor, for application to the payment of all Senior Indebtedness of the CompanyCompany or the Guarantor, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVISix, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company or the Guarantor as reorganized or readjusted, or securities of the Company or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI Six with respect to the Debentures Notes to the payment of all Senior Indebtedness of the CompanyCompany or the Guarantor, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company or the Guarantor with, or the merger of the Company or the Guarantor into, another corporation or the liquidation or dissolution of the Company or the Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII Ten of the Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 6.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIITen of the Indenture. Nothing in Section 16.2 6.2 or in this Section 16.3 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.77.6 of the Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or the Guarantor or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or dissolution, winding-up or up, liquidation or reorganization of the CompanyCompany or the Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company or the Guarantor, as the case may be, shall first be paid in full, or payment thereof provided for in money in accordance with its their terms, before any payment is made by the Company or the Guarantor, as the case may be, on account of the principal (and premium, if any) or interest on the DebenturesSecurities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the CompanyCompany or the Guarantor, or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the CompanyCompany or the Guarantor, as the case may be, except for under the provisions of this Article XVIXV, shall be paid by the Company or the Guarantor, as the case may be, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company or the Guarantor, as the case may be (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the CompanyCompany or the Guarantor, as the case may be) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures Securityholders or to the Trustee. (b) . In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company or the Guarantor is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the CompanyCompany or the Guarantor, for application to the payment of all Senior Indebtedness of the CompanyCompany or the Guarantor, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) . For purposes of this Article XVIXV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company or the Guarantor as reorganized or readjusted, or securities of the Company or the Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI XV with respect to the Debentures Securities to the payment of all Senior Indebtedness of the CompanyCompany or the Guarantor, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; , and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company or the Guarantor with, or the merger of the Company or the Guarantor into, another corporation or the liquidation or dissolution of the Company or the Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 15.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XIIX of this Indenture. Nothing in Section 16.2 15.02 or in this Section 16.3 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.76.06 of this Indenture.