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 liquidation, dissolution or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar 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 liquidation, dissolution, winding-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, 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.

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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Corporation, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding other proceedings, the holders of the Company, all amounts due upon all Senior Indebtedness of the Company shall Corporation will first be paid entitled to receive payment in full, full of Allocable 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 Corporation on account of the principal of (or premium, if any) 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 liquidation, dissolution, winding-up, liquidation or 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 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 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, 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 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. For purposes of this Article XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the Securities to the payment of Senior Indebtedness 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 Corporation with, or the merger of the Corporation into, another Person or the liquidation or dissolution of the Corporation following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Debenture Trustee under or pursuant to Section 6.06 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 of either Issuer or any liquidation, Guarantor in a liquidation or dissolution of either Issuer or winding-upany Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to either Issuer, any Guarantor, or their property, an assignment for the benefit of creditors, creditors or any marshaling of assets either Issuer’s or any bankruptcyGuarantor’s assets and liabilities, insolvency, debt restructuring or similar proceedings the holders of Senior Debt shall be entitled to receive payment in connection with any insolvency or bankruptcy proceeding full of the Company, all amounts due upon all Senior Indebtedness Lien Obligations and all other obligations due in respect of such Senior Debt (including interest after the Company shall first commencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not allowed as a claim in any such proceeding) before the Holders of Securities will be entitled to receive any payment with respect to the Securities or under the Guaranties, and until all obligations with respect to Senior Debt are 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 liquidation, dissolution, winding-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 Holders of the Debentures or the Trustee Securities 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 made to the holders of Senior Indebtedness Debt (except as permitted by the Intercreditor Agreement until the Senior Secured Obligations have been Paid in Full and thereafter except that Holders of the Company (pro rata Securities may receive payments made from the trust created pursuant to such holders on Article VIII hereof and payments or distributions in the basis form of Junior Securities). In connection with the enforcement of the respective amounts foregoing rights, the Senior Lien Collateral Agent is hereby irrevocably appointed attorney in fact for the Trustee with full power to act in the place and stead of each Holder to exercise the rights of such Holders and the Trustee provided in Section 6.10 in the event the Trustee has failed to exercise such rights within 10 Business Days after receipt of written notice from the Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representativesLien Collateral Agent. The consolidation of an Issuer with, or the merger of an Issuer into, another Person or the liquidation or dissolution of an Issuer following the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of its properties and assets to another Person or group of Affiliates pursuant to, and in compliance with, the trustee terms and conditions set forth in Section 4.2(c) hereof will not be deemed an insolvency or trustees under any indenture pursuant to which any instruments evidencing such liquidation proceeding (requiring the repayment of all Senior Indebtedness may have been issued, Debt in full 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 a prerequisite to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is payments being made to the holders of Debentures or to the Trustee. (bHolders) 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 purposes 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, 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 Indebtednessthis Section 13.2.

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-dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency, debt restructuring insolvency or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Company, 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 Debentures; indebtedness evidenced by the Securities, and upon any such liquidation, dissolution, winding-winding up, receivership, reorganization, assignment for the benefit of creditorsassignment, marshaling of assetsor 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 under this Indenture would be entitled to receive from the Companyentitled, 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 Indenture if received by them or it, directly to the holders Holders of Senior Indebtedness of the Company Debt (pro rata to such holders Holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, as calculated by the CompanyHolders) 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 Holders of such Senior IndebtednessDebt, before any payment or distribution is made to the holders Holders of Debentures the indebtedness evidenced by the Securities or to the TrusteeTrustee under this Indenture. (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 under this Indenture or the Holders of the Securities 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 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, 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 Holders of such Senior IndebtednessDebt. For purposes of this Article Sixteen, 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 Sixteen with respect to the Securities) to the payment of all Senior Debt which may at the time be outstanding; provided, that (i) the Senior 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 the Senior 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 in Article Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight. Nothing in Section 1602 or this Section 1603 shall apply to claims of, or payments to, the Trustee under or pursuant to Article Six, except as provided therein. This Section shall be subject to the further provisions of Section 1606.

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-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 with respect to the DebenturesSecurities; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Securityholders 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 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, as 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. For purposes of this Article Fifteen, 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 Fifteen with respect to the Securities to the payment of Senior Indebtedness 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 Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article Ten of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such xxxxxxx- dation, merger, sale, conveyance, transfer or lease, comply with the condi- tions stated in Article Ten of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.05 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 liquidationtotal or partial dissolution, dissolution or winding-up, reorganization, assignment for the benefit of creditors, creditors or marshaling of assets of the Company, whether voluntary or any involuntary, or in bankruptcy, insolvency, debt restructuring receivership or other similar proceedings in connection with any insolvency relating to the Company or bankruptcy proceeding of the Companyits assets, 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 in any such liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshaling of assetscase, 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 (on behalf of Holders with respect to the principal of, premium or interest on or Additional Amounts with respect to, the Securities of such Series) would be entitled to receive from the Company, except for the provisions of this Article XVIError! Reference source not found., 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 having equal seniority 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, 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. For purposes of this Article 16, 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 Error! Reference source not found. with respect to the Securities of the relevant series to the payment of all Senior Indebtedness with respect to the Securities of 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 or amalgamation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in 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 Person shall, as a part of such consolidation, amalgamation, merger, conveyance or transfer, comply with the conditions stated in Sections 8.1 and 8.2 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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Company, assignment for the benefit of creditorswhether voluntary or involuntary, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 liquidation, dissolution, winding-up, liquidation or reorganization, assignment for the benefit of creditorsor in any such bankruptcy, marshaling of assetsinsolvency, 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 XVIX, 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 ’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, 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. For purposes of this Article X, 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 X with respect to the Securities of the relevant series to the payment of all Senior Indebtedness with respect to the Securities of 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 Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Section 4.1 of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.3 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article VIII of this Indenture. Nothing in Section 10.2 or in this Section 10.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7 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 (i) any liquidation, dissolution or winding-upup or total or partial liquidation or reorganization of the Company whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (ii) any bankruptcy or insolvency case or proceeding or any receivership, reorganizationliquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its assets, (iii) any assignment for the benefit of creditors, creditors or any other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding 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; 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 liquidation, dissolution, winding-up, liquidation or 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 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 (as evidenced by their prior written consent thereto), 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. (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, 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 IndebtednessDebt.

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, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar 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 liquidation, dissolution, winding-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 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 principal of, and premium, if any, and interest due or to become due upon all Senior Indebtedness (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) shall first be paid in full, or payment thereof provided for in accordance with its terms, before any payment is made on account of the principal or interest on the Securities; and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Company, or distribution of substantially all of the 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 XVIEleven, 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 any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such all Senior Indebtedness in fullfull (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in money the applicable Senior Indebtedness, whether or money's worthnot such interest is in an allowable claim in any such proceeding) or to provide for such payment in 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 Holders of Debentures Securities or to the TrusteeTrustee or the Property Trustee on behalf of the Holders of Capital Securities; PROVIDED, HOWEVER, that such holders of Senior Indebtedness shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Senior Indebtedness to pay such amounts over to the obligees on trade accounts payable or other liabilities arising in the ordinary course of the Company's business. (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 fullfull (including interest after commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding), 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 any Senior Indebtedness may have been issued, 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 all 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. Any holder of Senior Indebtedness may file any proof of claim or similar instrument on behalf of the Trustee and the Holders if such instrument has not been filed by the date which is 30 days prior to the date specified for filing thereof. For purposes of this Article Eleven, 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 Eleven with respect to the Securities to the payment of all Senior Indebtedness that may at the time be outstanding, PROVIDED, HOWEVER, that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or 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 Eight hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1104 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight hereof. Nothing in Section 1103 or in this Section 1104 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

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 cash, property or securities, to creditors upon pursuant to or as a result of any liquidation, dissolution Insolvency or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of the CompanyBankruptcy Proceeding, all amounts due upon all principal, interest (including interest after the commencement of any Insolvency or Bankruptcy Proceeding at the default rate set forth in the agreement or instrument relating to such Senior Indebtedness of whether or not such interest is an allowable claim under such proceeding), or other amounts payable on the Company Senior Indebtedness, 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 Securities 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 liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets, Insolvency or 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 Securities or the Trustee under this Indenture would be entitled to receive from the Company, except for the provisions of this Article XVITwelve, 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 Securities 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 of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets Holders of the Company of any kind Securities 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, 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 Indebtednessthis 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 liquidation, dissolution or winding-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 Debentures; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 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 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 or the holders of the Debentures 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, 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, 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. For purposes of this Article VI, 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 VI with respect to the Debentures to the payment of all Senior Indebtedness of the 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 X of the Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 6.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article X of the Indenture. Nothing in Section 6.2 or in this Section 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06 of the Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon In the event of any payment by insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or distribution of assets of the Company of any kind to its assets, or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution or other winding-upup of the Company, reorganizationwhether voluntary or involuntary, or any assignment for the benefit of creditors, creditors or other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings liabilities of the Company (except in connection with any insolvency the consolidation or bankruptcy proceeding of the Company, all amounts due upon all Senior Indebtedness merger of the Company shall first be paid or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially upon the terms and conditions described in fullArticle 5), 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 liquidation, dissolution, winding-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 shall be entitled to receive payment in full in cash or cash equivalents (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, otherwise to the extent necessary to pay Holders accept satisfaction of amounts due by settlement in other than cash or cash equivalents) of all Senior Indebtedness, or provision shall be made for such Senior Indebtedness payment in full, in money or money's worth, after giving effect before the Holders will be entitled to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before receive any payment or distribution is of any kind or character (other than (i) payments made pursuant to the holders Pledge Agreement, and (ii) any payment or distribution in the form of Debentures equity securities or to subordinated securities of the Trustee. (b) In the event Company or any successor obligor that, notwithstanding in the foregoingcase of any such subordinated securities, are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to at least the same extent as the Notes are so subordinated (such equity securities or subordinated securities hereinafter being "Permitted Junior Securities")); and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than (i) any payments made pursuant to the Pledge Agreement or (ii) a payment or distribution in the form of Permitted Junior Securities), prohibited by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 11 shall be paid by the 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 representative or representatives, or representatives ratably according to the trustee or trustees under any indenture pursuant to which any instruments evidencing such aggregate amounts remaining unpaid on account of the Senior Indebtedness may have been issued, 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 make payment in full in money cash or cash equivalents (or otherwise to the extent Holders accept satisfaction of amounts due by settlement in accordance with its termsother than cash or cash equivalents) of all Senior Indebtedness remaining unpaid, or to have such payment duly provided for, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company any Subsidiary Guarantor or distribution of assets of the Company any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of any Subsidiary Guarantor, assignment for the benefit of creditorswhether voluntary or involuntary, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 Subsidiary Guarantor on account of the principal or interest any Note Guarantee on the DebenturesGuaranteed Notes; and upon any such liquidation, dissolution, winding-up, liquidation or reorganization, assignment for the benefit of creditorsor in any such bankruptcy, marshaling of assetsinsolvency, receivership or other proceeding, any payment by the Companyany Subsidiary Guarantor, or distribution of assets of the Company any Subsidiary 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 Subsidiary Guarantor, except for the provisions of this Article XVI16, shall be paid by the Company such Subsidiary 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 CompanySubsidiary Guarantor) 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 Subsidiary 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 Subsidiary 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, as their respective interests may appear, as calculated by the CompanySubsidiary Guarantor, 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. For purposes of this Article 16, the words “cash, property or securities” shall not be deemed to include shares of stock of any Subsidiary Guarantor as reorganized or readjusted, or securities of any Subsidiary 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 16 with respect to the Guaranteed Notes to the payment of all Senior Indebtedness with respect to the Guaranteed Notes.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets cash, securities or other property of the Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution Insolvency or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection Liquidation Proceeding with any insolvency or bankruptcy proceeding of respect to the Company, all amounts due upon all the holders of any Senior Indebtedness Debt of the Company shall first will be entitled to receive payment in full, in cash or Cash Equivalents, of all Obligations due in respect of such Senior Debt (including Post-Petition Interest and, in the case of all Designated Senior Debt, all Obligations with respect thereto) before the Holders will be entitled to receive any payment or distribution with respect to the Securities (including payment for the repurchase of Securities upon a Change of Control), and until all Obligations with respect to such Senior Debt of the Company 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 of the principal or interest on the Debentures; and upon any such liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshaling of assetsCash Equivalents, 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 which the holders of such Senior Indebtedness, before any payment or distribution is Holders would be entitled shall be made to the holders of Debentures the Company's Senior Debt on a pro rata basis (except payments made from the trust described in Section 11.04 and except that Holders of the Securities may receive Reorganization Securities). Upon any Insolvency or Liquidation Proceeding with respect to the Trustee. (b) In the event that, notwithstanding the foregoingCompany, any payment or distribution of assets of the Company of any kind or character, whether in cash, property securities or securitiesother property, prohibited to which the Holders or the Trustee would be entitled except for the provisions of this Indenture shall be paid by the foregoingCompany, shall be received any paying agent or other Person making such payment or distribution, or by the Holders or by the Trustee before all Senior Indebtedness of the Company is paid in fullif received by them, 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 directly to the holders of the Company's Senior Debt (pro rata to such holders on the basis of the amounts of the Obligations due in respect of the Senior Indebtedness Debt held by them) 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, as calculated by the Company, for application to the payment of all Obligations due in respect of such Senior Indebtedness of the CompanyDebt (including Post- Petition Interest and, as in the case may beof all Designated Senior Debt, remaining unpaid to the extent necessary to pay all Obligations with respect thereto) until all such Senior Indebtedness Obligations have been paid in full in money in accordance with its termscash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or for the benefit provisions made for, holders of the holders of such Company's Senior IndebtednessDebt.

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-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 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 bankruptcybank- ruptcy, 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 Indebted- ness 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, 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. For purposes of this Article Fourteen, 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 Fourteen with respect to the 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 VIII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article VIII. Nothing in Section 14.2 or in this Section 14.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon In the event of ------------------------------------ any payment by insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or distribution of assets of the Company of any kind to its assets, or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution or other winding-upup of the Company, reorganizationwhether voluntary or involuntary, or any assignment for the benefit of creditors, creditors or other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings liabilities of the Company (except in connection with any insolvency the consolidation or bankruptcy proceeding of the Company, all amounts due upon all Senior Indebtedness merger of the Company shall first be paid or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially upon the terms and conditions described in fullArticle 5), 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 liquidation, dissolution, winding-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 will be entitled to receive payment in full of the Company (pro rata to such holders on the basis of the respective amounts of all 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 provision shall be made for such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness payment in full, in money or money's worth, after giving effect before the Noteholders will be entitled to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before receive any payment or distribution is made to of any kind or character (other than any payment or distribution in the holders form of Debentures equity securities or to subordinated securities of the Trustee. (b) In the event Company or any successor obligor that, notwithstanding in the foregoingcase of any such subordinated securities, are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to at least the same extent as the Notes are so subordinated (such equity securities or subordinated securities hereinafter being "Permitted Junior Securities")) on account of principal of, or premium, if any, or additional interest, if any, or interest on the Notes; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than a payment or distribution in the form of Permitted Junior Securities), prohibited by set-off or otherwise, to which the Noteholders or the Trustee would be entitled but for the provisions of this Article 11 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 representative or representatives, or representatives ratably according to the trustee or trustees under any indenture pursuant to which any instruments evidencing such aggregate amounts remaining unpaid on account of the Senior Indebtedness may have been issued, 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 make payment in full of all Senior Indebtedness in full in money in accordance with its termsremaining unpaid, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness.

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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Corporation, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, 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 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 otherwise); and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 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, 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. For purposes of this Article XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the Securities to the payment of Senior Indebtedness 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 Corporation with, or the merger of the Corporation into, another Person or the liquidation or dissolution of the Corporation following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Debenture Trustee under or pursuant to Section 6.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or ------------------------------------ distribution of assets cash, securities or other property of the Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution Insolvency or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection Liquidation Proceeding with any insolvency or bankruptcy proceeding of respect to the Company, all amounts due upon the holders of any Senior Indebtedness will be entitled to receive payment in full in cash or Cash Equivalents of all Senior Indebtedness (including Post-Petition Interest) before the holders of the Company shall first Note Indebtedness will be paid in full, or payment thereof provided for in money in accordance with its terms, before entitled to receive any payment is made by the Company or distribution (other than in Reorganization Securities) on account of the principal Note Indebtedness and until all Senior Indebtedness is paid in full in cash or interest on the Debentures; and upon any such liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshaling of assetsCash Equivalents, any payment by or distribution (other than in Reorganization Securities) on account of the Note Indebtedness to which the holders of the Note Indebtedness would be entitled shall be made to the holders of the Senior Indebtedness on a pro rata basis. Upon any Insolvency or Liquidation Proceeding with respect to the Company, any payment or distribution of assets of the Company of any kind or character, whether (other than in cash, property or securitiesReorganization Securities), to which the holders of the Debentures or the Trustee Note Indebtedness would be entitled to receive from on account of the Company, except Note Indebtedness but for the provisions of this Article XVI, 11 shall be paid by the Company or by Company, 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 Note Indebtedness if received by them or itthem, 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 Companythem) 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 issuedRepresentative, 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, as their respective interests may appear, as calculated by the Company, for application to the payment of all outstanding Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay until all such Senior Indebtedness has been paid in full in money in accordance with its termscash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or for the benefit of the provisions made for, holders of such Senior Indebtedness.

Liquidation; Dissolution; Bankruptcy. In the case of the pendency of any receivership, insolvency, dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company or other similar judicial proceeding relative to the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (a) Upon each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on such 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 or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other debt of the Company subordinated to the payment of the Debentures, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest on the Debentures or on account of the purchase or other acquisition of Debentures by the Company or distribution of assets any Subsidiary of the Company Company, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, to creditors upon including any liquidationJunior Subordinated Payment, dissolution which may be payable or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings deliverable 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 liquidation, dissolution, winding-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 respect 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 in 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 TrusteeProceeding. (b) In the event that, notwithstanding the foregoingforegoing provisions of this Section 4.4, the Trustee or the Holders of any Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingincluding any Junior Subordinated Payment, shall be received by the Trustee before all amounts due or to become due on all Senior Indebtedness are paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Company is paid Trustee or, as the case may be, such Holder, then in full, or provision is made for such payment in money in accordance with its terms, event 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 forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent 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 other Person making payment or distribution of assets of the Company, Company for application to the payment of all amounts due or to become due on all Senior Indebtedness of the Companyremaining unpaid, as the case may be, remaining unpaid to the extent necessary to pay such all amounts due or to become due on all Senior Indebtedness in full in money in accordance with its termsfull, after giving effect to any concurrent payment or distribution to or for the benefit holders of Senior Indebtedness. For purposes of this Article 4, the words “cash, property or securities” shall not be deemed (so long as the effect of any exclusion employing this definition is not to cause the Debentures to be treated in any Proceeding as a part of the same class of claims as the Senior Indebtedness or any class of claims pari passu with, or senior to the Senior Indebtedness) to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 4 with respect to the Debentures to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior IndebtednessIndebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the sale, assignment, transfer, lease or conveyance of all or substantially all of its properties and assets to another Person upon the terms and conditions provided for in Section 6.04 of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.4 if such other Person shall, as a part of such consolidation, merger, sale, assignment, transfer, lease or conveyance, comply with the conditions stated in Section 6.04 of the Base Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon In the event of any payment by insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or distribution of assets of the Company of any kind to its assets, or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution or other winding-upup of the Company, reorganizationwhether voluntary or involuntary, or any assignment for the benefit of creditors, creditors or other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings liabilities of the Company (except in connection with any insolvency the consolidation or bankruptcy proceeding of the Company, all amounts due upon all Senior Indebtedness merger of the Company shall first be paid or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially upon the terms and conditions described in fullArticle 7), 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 liquidation, dissolution, winding-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 shall be entitled to receive payment in full in cash or cash equivalents (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, otherwise to the extent necessary to pay such Senior Indebtedness holders accept satisfaction of amounts due by settlement in full, in money other than cash or money's worth, after giving effect to any concurrent payment or distribution to or for the holders cash equivalents) of such all Senior Indebtedness, or provision shall be made for such payment, before the Holders will be entitled to receive any payment or distribution is of any kind or character (other than (1) payments made pursuant to the holders Pledge Agreement, and (2) payment or distribution in the form of Debentures Permitted Junior Securities, whether on account of principal of or to Liquidated Damages, if any, or cash interest on the Trustee. (b) In the event that, notwithstanding the foregoing, Securities); and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than (A) payments made pursuant to the Pledge Agreement or (B) payments or distribution in the form of Permitted Junior Securities), prohibited by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 13 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 in trust for the benefit of and shall be paid over or delivered directly to the holders of such Senior Indebtedness or their representative or representatives, or representatives ratably according to the trustee or trustees under any indenture pursuant to which any instruments evidencing such aggregate amounts remaining unpaid on account of the Senior Indebtedness may have been issued, 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 make payment in full in money cash or cash equivalents (or otherwise to the extent holders accept satisfaction of amounts due by settlement in accordance with its termsother than cash or cash equivalents) of all Senior Indebtedness remaining unpaid, or to have such payment duly provided for, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such 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 liquidationdissolution, dissolution or winding-winding up, reorganizationliquidation or reorganization of the Company, assignment for the benefit of creditorswhether voluntary or involuntary, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 or interest (including Additional Payments, if any) on the DebenturesSecurities; and upon any such liquidation, dissolution, winding-winding up, liquidation or 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 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, 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 - 84 - 95 any concurrent payment or distribution to or for the benefit holders of such Senior Indebtedness. For purposes of this Article XII, 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 XII with respect to the Securities to the payment of all Senior Indebtedness which 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 IndebtednessIndebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all its properties and assets on a consolidated basis to another Person upon the terms and conditions provided for in Article VIII hereof shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 1203 if such other Person shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article VIII hereof. Nothing in Section 1202 or in this Section 1203 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607 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 liquidation, dissolution or winding-upup or liquidation or reorganization of the Company, reorganizationwhether voluntary or involuntary, assignment for the benefit of creditors, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 must first 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 (including Additional Payments, if any) on the DebenturesDebt Securities; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Holders of the Debentures Debt Securities or the Indenture 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 Debt Securities or by the Indenture 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 Debt Securities or to the Indenture 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 Indenture Trustee or the Holders of the Debt 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, as 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 holders of such Senior Indebtedness. For purposes of this Article Twelve, 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, that are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Debt Securities are so subordinated as provided in this Article; 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 IndebtednessIndebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all its properties and assets on a consolidated basis to another Person upon the terms and conditions provided for in Article Eight hereof shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 12.03 if such other Person shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article Eight hereof. Nothing in Section 12.02 or in this Section 12.03 shall apply to claims of, or payments to, the Indenture Trustee under or pursuant to Section 6.07 hereof.

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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Corporation, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding other proceedings, the holders of the Company, all amounts due upon 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) 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 liquidation, dissolution, winding-up, liquidation or 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 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, 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. For purposes of this Article XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the Securities to the payment of Senior Indebtedness 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 Corporation with, or the merger of the Corporation into, another Person or the liquidation or dissolution of the Corporation following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Debenture Trustee under or pursuant to Section 6.06 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 liquidation, dissolution or winding-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 Subor dinated Debentures; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Subordinated Debentures 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 Subordinated 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 Subordinated 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, as 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. For purposes of this Article, 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 Six with respect to the 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 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 X of the Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article X of the Indenture. Nothing in Section 6.2 or in this Section 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06 of the Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company Guarantor or distribution of assets of the Company Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Guarantor, assignment for the benefit of creditorswhether voluntary or involuntary, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, all amounts due upon all Guarantor 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 Guarantor pursuant to the Guarantee on account of the principal of, premium or interest on (including any Additional Interest) on, or Additional Amounts or, if applicable, Additional Sums with respect to, the DebenturesSecurities of such series; and upon any such liquidation, dissolution, winding-up, liquidation or reorganization, assignment for the benefit of creditorsor in any such bankruptcy, marshaling of assetsinsolvency, receivership or other proceeding, any payment by the CompanyGuarantor, or distribution of assets of the Company Guarantor 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 CompanyGuarantor, except for the provisions of this Article XVI18, shall be paid by the Company Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of such Guarantor Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Guarantor 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 Guarantor Senior Indebtedness, before any payment or distribution is made pursuant to the holders Guarantee to the 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 Guarantor pursuant to the Guarantee 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 Guarantor 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 Guarantor Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the CompanyGuarantor, for application to the payment of all such Guarantor Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Guarantor 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 Guarantor Senior Indebtedness. 101 For purposes of this Article 18, the words “cash, property or securities” shall not be deemed to include shares of stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor 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 18 with respect to the Guarantee in respect of any series of Securities to the payment of all Guarantor Senior Indebtedness with respect to the Securities of such series that may at the time be outstanding, provided that (i) such Guarantor 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 Guarantor Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Guarantor with, or the merger of the Guarantor into, another Person or the liquidation or dissolution of the Guarantor following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Sections 8.3 and 8.4 of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 18.3 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Sections 8.3 and 8.4 of this Indenture. Nothing in Section 18.2 or in this Section 18.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.6 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 liquidation, dissolution or winding-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 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, 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.. For purposes of this Article Fourteen, 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 Fourteen with respect to the 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

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, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar 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 liquidation, dissolution, winding-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 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 principal of, and premium, if any, and interest due or to become due upon all Senior Indebtedness (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal or interest on the Securities; and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Company, or distribution of substantially all of the assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Security or the Trustee would be entitled to receive from the Companyentitled, except for the provisions of this Article XVI13, 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 any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such all Senior Indebtedness in fullfull (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) or to provide for such payment 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 Holders of Debentures Securities or to the Trustee. In the event that the Securities are declared due and payable before the Maturity, then all amounts due on all Senior Indebtedness shall have been paid in full (bincluding interest after the commencement of any bankruptcy, insolvency, receivership or other proceeding at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) before holders of the Securities are entitled to receive or retain any payment. 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 fullfull (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding), 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 any Senior Indebtedness may have been issued, 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 all 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. Any holder of Senior Indebtedness may file any proof of claim or similar instrument on behalf of the Trustee and the Holders if such instrument has not been filed by the date which is 30 days prior to the date specified for filing thereof. For purposes of this Article 13, 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 13 with respect to the Securities to the payment of all Senior Indebtedness that may, at the time, be outstanding, provided, however, that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company 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 8 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 8 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof. Nothing in Section 13.2 or in this Section 13.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets to creditors of the Company of any kind or character, whether in cash, property properties, securities or securitiesotherwise, to creditors upon any liquidation, in a liquidation or dissolution of the Company or winding-upin a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company, or its property, an assignment for the benefit of creditors, marshaling of assets creditors or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding marshaling of the Company's assets and liabilities, 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 liquidation, dissolution, winding-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 Senior Debt shall be entitled to receive from payment in full in cash of all Obligations due in respect of such Senior Debt (including interest after the Companycommencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not allowed as a claim in any such proceeding) before the holder of the Note will be entitled to receive any payment with respect to the Note, except for and until all Obligations with respect to Senior Debt are paid in full in cash, any distribution to which the provisions holder of this Article XVI, the Note would be entitled shall be paid made to the holders of Senior Debt (except that the holder of the Note may receive and retain Permitted Junior Securities). To the extent any payment of Senior Debt (whether by or on behalf of the Company or by any Subsidiary, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person 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 of Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the Debentures or by extent the Trustee under this Indenture if received by them or itobligation to repay any Senior Debt is declared to be fraudulent, 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 representativesinvalid, or to the trustee or trustees otherwise set aside under any indenture pursuant to which any instruments evidencing bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such Senior Indebtedness may have obligation not 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. (baffected) 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 deemed to be reinstated and outstanding as Senior Debt for all Senior Indebtedness of the Company is paid in fullpurposes hereof as if such declaration, invalidity 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, 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 Indebtednesssetting aside had not occurred.

Liquidation; Dissolution; Bankruptcy. Solely for purposes of the Debentures, the first paragraph of Section 14.03 of the Original Indenture shall be deleted and replaced by the following: “In the event of any (a) Upon any payment by the Company or distribution of assets of the Company of any kind or characterdissolution, whether in cash, property or securities, to creditors upon any liquidation, dissolution or winding-up, reorganizationliquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency or receivership or any proceeding for any of the foregoing, (b) general assignment for the benefit of creditors, or (c) marshaling of any assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding liabilities for the benefit of the Companycreditors, all amounts due upon all Senior Indebtedness with respect to the Securities of any series, which includes, without limitation, interest accruing after the Company commencement of any proceeding, assignment or marshaling of assets described above, 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 premium or interest on on, the DebenturesSecurities of such series; and upon any such liquidation, dissolution, winding-up, liquidation or reorganization, assignment for the benefit of creditorsor in any such bankruptcy, marshaling of assetsinsolvency, 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 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 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 ’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 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, 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, 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.”

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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Corporation, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding other proceedings, the holders of the Company, all amounts due upon 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 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 liquidation, dissolution, winding-up, liquidation or 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 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 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 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, 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. For purposes of this Article XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the Securities to the payment of Senior Indebtedness 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 Corporation with, or the merger of the Corporation into, another Person or the liquidation or dissolution of the Corporation following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Debenture Trustee under or pursuant to Section 6.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon In the event of any payment by insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or distribution of assets of the Company of any kind to its assets, or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution or other winding-upup of the Company, reorganizationwhether voluntary or involuntary, or any assignment for the benefit of creditors, creditors or other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings liabilities of the Company (except in connection with any insolvency the consolidation or bankruptcy proceeding of the Company, all amounts due upon all Senior Indebtedness merger of the Company shall first be paid or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially upon the terms and conditions described in fullArticle 5), 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 liquidation, dissolution, winding-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 will be entitled to receive payment in full in cash or cash equivalents 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 all Senior Indebtedness, before the Noteholders will be entitled to receive any payment or distribution is made to of any kind or character (other than any payment or distribution in the holders form of Debentures equity securities or to subordinated securities of the Trustee. (b) In the event Company or any successor obligor that, notwithstanding in the foregoingcase of any such subordinated securities, are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to at least the same extent as the Notes are so subordinated (such equity securities or subordinated securities hereinafter being "Permitted Junior Securities")) on account of principal of, or premium, if any, or additional interest, if any, or interest on the Notes; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than a payment or distribution in the form of Permitted Junior Securities), prohibited by set-off or otherwise, to which the Noteholders or the Trustee would be entitled but for the provisions of this Article 11 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 representative or representatives, or representatives ratably according to the trustee or trustees under any indenture pursuant to which any instruments evidencing such aggregate amounts remaining unpaid on account of the Senior Indebtedness may have been issued, 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 make payment in full of all Senior Indebtedness in full in money in accordance with its termsremaining unpaid, after giving effect to any concurrent current payment or distribution to or for the benefit of the holders of such 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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Company, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 in respect of the principal or interest on the DebenturesDebt Securities; and upon any such liquidation, dissolution, winding-up, liquidation or 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 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 ’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 TrusteeSecurityholders. (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 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 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, 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. For purposes of this Article XV, 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 XV with respect to the Debt Securities to the payment of all Senior Indebtedness, that may at the time be outstanding, provided, that (a) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (b) 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, transfer or other disposition of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XI of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XI of this Indenture. Nothing in Section 15.02 or in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company a Guarantor or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of such Guarantor, assignment for the benefit of creditorswhether voluntary or involuntary, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, all amounts due upon all Guarantor Senior Indebtedness with respect to the Debt 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 such Guarantor pursuant to the Company respective Guarantee on account of the principal of, premium or interest on on, the DebenturesDebt Securities of such series; and upon any such liquidation, dissolution, winding-up, liquidation or reorganization, assignment for the benefit of creditorsor in any such bankruptcy, marshaling of assetsinsolvency, receivership or other proceeding, any payment by the Companysuch Guarantor, or distribution of assets of the Company such Guarantor 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 Companysuch Guarantor, except for the provisions of this Article XVIXV, 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 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 Guarantor Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders, as calculated by the Companysuch Guarantor) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Guarantor 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 Guarantor Senior Indebtedness, before any payment or distribution is made pursuant to the holders respective Guarantee to the Holders of Debentures the Debt Securities of such series or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of a Guarantor pursuant to the Company respective Guarantee 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 Guarantor 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 Guarantor Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Companysuch Guarantor, for application to the payment of all such Guarantor Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Guarantor 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 Guarantor Senior Indebtedness. For purposes of this Article XV, the words “cash, property or securities” shall not be deemed to include shares of stock of a Guarantor as reorganized or readjusted, or securities of such 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 XV with respect to the respective Guarantee in respect of any series of Debt Securities to the payment of all Guarantor Senior Indebtedness with respect to the Debt Securities of such series that may at the time be outstanding, provided that (i) such Guarantor 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 Guarantor Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of a Guarantor with, or the merger of a Guarantor into, another Person or the liquidation or dissolution of a Guarantor following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Sections 10.01 and 10.02 of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Sections 10.01 and 10.02 of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06 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 liquidation, dissolution or winding-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 DebenturesDebt Securities; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Securityholders 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 of the Debentures or by the Trustee Securityholders under this Indenture Securityholders 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 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 TrusteeSecurityholders. (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 any Securityholder before all Senior Table of Contents 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, 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, 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. For purposes of this Article VI, 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 VI with respect to the Debt Securities to the payment of all Senior Indebtedness of the Company, that may at the time be outstanding, provided, that (a) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (b) 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 XI of this Securityholders Agreement shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 6.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XI of this Securityholders Agreement.

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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Corporation, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, all amounts due upon all Senior Indebtedness and Other Financial Obligations of the Company Corporation 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 Corporation on account of the principal (and premium, if any) or interest on the DebenturesSecurities; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Securityholders or the Debt Trustee would be entitled to receive from the CompanyCorporation, except for under the provisions of this Article XVIFifteen, 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 Debt Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness and Other Financial Obligations of the Company Corporation (pro rata to such 43 50 holders on the basis of the respective amounts of Senior Indebtedness and Other Financial Obligations 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 and Other Financial Obligations may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness and Other Financial Obligations 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 IndebtednessIndebtedness and Other Financial Obligations, before any payment or distribution is made to the holders of Debentures Securityholders or to the Debt 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 Debt Trustee before all Senior Indebtedness and Other Financial Obligations of the Company is Corporation are 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 Other Financial Obligations or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness and Other Financial Obligations may have been issued, as and their respective interests may appear, as calculated by the CompanyCorporation, for application to the payment of all Senior Indebtedness and Other Financial Obligations of the CompanyCorporation, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness and Other Financial Obligations 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 IndebtednessIndebtedness and Other Financial Obligations. For purposes of this Article Fifteen, the words "cash, property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Fifteen with respect to the Securities to the payment of all Senior Indebtedness and Other Financial Obligations of the Corporation, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness and Other Financial Obligations 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 Other Financial Obligations are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Corporation with, or the merger of the Corporation into, another corporation or the liquidation or dissolution of the 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 Ten of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Ten of this Indenture. Nothing in Section 15.2 or in this Section 15.3 shall apply to claims of, or payments to, the Debt Trustee under or pursuant to Section 6.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company to creditors of any kind or character, Subsidiary Guarantor whether in cash, property properties, securities or securitiesotherwise, to creditors upon (i) in a liquidation or dissolution of any liquidationSubsidiary Guarantor, dissolution or winding-up(ii) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to any Subsidiary Guarantor or its assets, (iii) in an assignment for the benefit of creditors, creditors or (iv) in any marshaling of any Subsidiary Guarantor's assets or any bankruptcyand liabilities, insolvency, debt restructuring or similar 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 liquidation, dissolution, winding-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 Senior Debt shall be entitled to receive from payment in full in cash or Cash Equivalents of all obligations due in respect of such Senior Debt (including interest after the Companycommencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowable claim) before the Lenders will be entitled to receive any payment with respect to any Subsidiary Guarantee, except for and until all obligations with respect to Senior Debt are paid in full in cash, any distribution to which the provisions of this Article XVI, Lenders would be entitled shall be made to the holders of Senior Debt (except that the Lenders may receive and retain Permitted Junior Securities). To the extent any payment of Senior Debt (whether by or on behalf of any Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid by the Company or by to 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 of Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the Debentures or by extent the Trustee under this Indenture if received by them or itobligation to repay any Senior Debt is declared to be fraudulent, 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 representativesinvalid, or to the trustee or trustees otherwise set aside under any indenture pursuant to which any instruments evidencing bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such Senior Indebtedness may have obligation not 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. (baffected) 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 deemed to be reinstated and outstanding as Senior Debt for all Senior Indebtedness of the Company is paid in fullpurposes hereof as if such declaration, invalidity 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, 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 Indebtednesssetting aside had not occurred.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets cash, Notes or other property of the Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution Insolvency or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection Liquidation Proceeding with any insolvency or bankruptcy proceeding of respect to the Company, all amounts due upon all the holders of any 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 liquidation, dissolution, winding-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 will be entitled to receive from payment in full, in cash or Cash Equivalents, of all Obligations due in respect of such Senior Indebtedness (including Post-Petition Interest and, in the Companycase of all Designated Senior Indebtedness, except all Obligations with respect thereto) before the Holders will be entitled to receive any payment or distribution with respect to the Notes (including payment for the provisions repurchase of this Article XVINotes upon a Change of Control), shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making and until all Obligations with respect to 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 are paid in full, in money cash or money's worthCash Equivalents, after giving effect to any concurrent payment or distribution to or for which the holders of such Senior Indebtedness, before any payment or distribution is Holders would be entitled shall be made to the holders of Debentures the Company's Senior Indebtedness on a pro rata basis (except 76 82 payments made from the trust described in Section 8.02 and except that Holders of the Notes may receive Reorganization Securities. Upon any Insolvency or Liquidation Proceeding with respect to the Trustee. (b) In the event that, notwithstanding the foregoingCompany, any payment or distribution of assets of the Company of any kind or character, whether in cash, property securities or securitiesother property, prohibited to which the Holders or the Trustee would be entitled except for the provisions of this Indenture shall be paid by the foregoingCompany, shall be received any Custodian or other Person making such payment or distribution, or by the Holders or by the Trustee before all Senior Indebtedness of the Company is paid in fullif received by them, 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 directly to the holders of such the Company's Senior Indebtedness (pro rata to such holders on the basis of the amounts of the Obligations due in respect of the Senior Indebtedness held by them) 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 issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness Obligations due in respect of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness (including Post- Petition Interest and, in the case of all Designated Senior Indebtedness, all Obligations with respect thereto) until all such Obligations have been paid in full in money in accordance with its termscash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or for the benefit provisions made for, holders of the holders of such Company's 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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Company, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding other proceedings, the holders of the Company, all amounts due upon all Senior Indebtedness of the Company shall will first be paid entitled to receive payment in full, full of Allocable 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 DebenturesDebentures (including Compounded Interest and Additional Sums (if any) or any other amounts which may be due on the Debentures pursuant to the terms hereof or thereof); and upon any such liquidation, dissolution, winding-up, liquidation or 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 Holders 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 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 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 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 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, whether in cash, property or securities, prohibited by the foregoingDebentures, shall be received by the Trustee Trustee, or any Holder, 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 Trustee (if the Notice required by Section 15.06 has been received by the Trustee) or by any Holder, 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, as their respective interests may appear, as calculated by the Company, 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 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. For purposes of this Article XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or Debentures of the Company or any other 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 XV with respect to the Debentures to the payment of Senior Indebtedness 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 Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06 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 liquidation, dissolution or winding-upwinding up or liquidation or reorganization of the Company, reorganizationwhether voluntary or involuntary, assignment for the benefit of creditors, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 Debentures; and upon any such liquidation, dissolution, winding-up, dissolution or winding up or liquidation or 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 Holders of the Debentures 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 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 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 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, as 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 holders of such Senior Indebtedness. For purposes of this Article Twelve, 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 Twelve with respect to the Debentures to the payment of all Senior Indebtedness which 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 IndebtednessIndebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all its properties and assets on a consolidated basis to another Person upon the terms and conditions provided for in Article Eight hereof shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 1203 if such other Person shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article Eight hereof. Nothing in Section 1202 or in this Section 1203 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607 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 liquidation, dissolution or dissolution; winding-up; liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, all amounts principal, premium, if any, and interest due upon or to become due on 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 liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Holders of the Debentures Securities or the Trustee would be entitled to receive from the Companyreceive, except for the provisions of this Article XVIXIV, 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 charactercharacter on any Security, 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, 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. For purposes of this Article XIV, 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 XIV with respect to the 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 VIII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article III. Nothing in Section 14.2 or in this Section 14.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7.

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 liquidation, dissolution or winding-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 DebenturesNotes; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Notes or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI3, 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 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 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, 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, 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. For purposes of this Article 3, 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 3 with respect to the Notes to the payment of all Senior Indebtedness of the 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 the Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 3.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in the Indenture. Nothing in Section 3.02 or in this Section 3.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06 of the 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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Corporation, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding other proceedings, the holders of the Company, all amounts due upon 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 Com pounded 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 liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 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 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 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, 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. For purposes of this Article XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the Securities to the payment of Senior Indebtedness 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 Corporation with, or the merger of the Corporation into, another Person or the liquidation or dissolution of the Corporation following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Debenture Trustee under or pursuant to Section 6.06 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 liquidation, dissolution or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar 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 liquidation, dissolution, winding-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 creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, 44 51 insolvency, receivership or other proceedings, all principal of, and premium, if any, and interest due or to become due upon all Senior Indebtedness (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal or interest on the Securities; and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Company, or distribution of substantially all of the assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Security or the Trustee would be entitled to receive from the Companyentitled, except for the provisions of this Article XVIEleven, 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 any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such all Senior Indebtedness in fullfull (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) or to provide for such payment 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 Holders of Debentures Securities or to the Trustee. In the event that the Securities are declared due and payable before the Maturity, then all amounts due on all Senior Indebtedness shall have been paid in full (bincluding interest after the commencement of any bankruptcy, insolvency, receivership or other proceeding at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) before holders of the Securities are entitled to receive or retain any payment. 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 fullfull (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding), 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 any Senior Indebtedness may have been issued, 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 all 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. Any holder of Senior Indebtedness may file any proof of claim or similar instrument on behalf of the Trustee and the Holders if such instrument has not been filed by the date which is 30 days prior to the date specified for filing thereof. For purposes of this Article Eleven, 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 45 52 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 Eleven with respect to the Securities to the payment of all Senior Indebtedness that may at the time be outstanding, provided, however, that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company 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 Eight hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1103 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight hereof. Nothing in Section 1102 or in this Section 1103 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company Issuer or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to creditors upon any liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Issuer, assignment for the benefit of creditorswhether voluntary or involuntary, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, all amounts due upon all Issuer Senior Indebtedness with respect to the Debt 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 Issuer on account of the principal of, premium or interest on on, the DebenturesDebt Securities of such series; and upon any such liquidation, dissolution, winding-up, liquidation or reorganization, assignment for the benefit of creditorsor in any such bankruptcy, marshaling of assetsinsolvency, receivership or other proceeding, any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to which the holders of the Debentures Holders or the Trustee would be entitled to receive from the CompanyIssuer, except for the provisions of this Article XVIXIII, shall be paid by the Company Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of such Issuer Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of such Issuer Senior Indebtedness held by such holders, as calculated by the CompanyIssuer) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Issuer Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Issuer 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 Issuer 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 Issuer 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 Issuer 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 Issuer Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Issuer Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the CompanyIssuer, for application to the payment of all such Issuer Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Issuer 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 Issuer Senior Indebtedness. For purposes of this Article XIII, the words “cash, property or securities” shall not be deemed to include shares of stock of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XIII with respect to the Debt Securities of the relevant series to the payment of all Issuer Senior Indebtedness with respect to the Debt Securities of such series that may at the time be outstanding, provided that (i) such Issuer 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 Issuer Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Issuer with, or the merger of the Issuer into, another Person or the liquidation or dissolution of the Issuer following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Sections 10.01 and 10.02 of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.03 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Sections 10.01 and 10.02 of this Indenture. Nothing in Section 13.02 or in this Section 13.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon Except with respect to the money, securities or proceeds held in an irrevocable trust for the termination or defeasance and discharge of this Indenture in accordance with Article VIII hereof, as long as all of the conditions to deposit into such trust were satisfied at the time of such deposit, 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 total or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar 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 partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, creditors or marshaling of assets, any payment by the Company, or distribution of assets of the Company of any kind or characterin a bankruptcy, whether in cashreorganization, property insolvency, receivership or securities, other 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 its property, whether voluntary or involuntary, all amounts due or to become due upon all Senior Indebtedness (including 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 interest accruing subsequent to the holders filing of Senior Indebtedness of a petition for bankruptcy at the Company (pro rata to rate provided for in the documentation with respect thereto, whether or not such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Companyinterest is an allowed claim under applicable law) shall first be paid in full in cash 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 Indebtednesscash equivalents, 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 charactercharacter is made on account of any Senior Subordinated Obligations, or for the acquisition of any of the Notes for cash, property, securities or otherwise or any distribution with respect to the Notes, whether in of cash, property property, securities or securitiesotherwise. Before any payment may be made by, prohibited by or on behalf of, the foregoingCompany on any Senior Subordinated Obligations (other than with the money, shall be received by securities or proceeds held under any defeasance trust established in accordance with this Indenture, as long as all of the Trustee before conditions to deposit into such trust were satisfied at the time of such deposit) upon any such dissolution, winding up, liquidation or reorganization, all Senior Indebtedness (including any interest accruing subsequent to the filing of a petition of bankruptcy at the Company rate provided for in the documentation with respect thereto, whether or not such interest 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 an allowed claim under applicable law) must 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, 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 cash or distribution to or for the benefit of the holders of such Senior Indebtednesscash equivalents.

Liquidation; Dissolution; Bankruptcy. (a) Upon In the event of any payment by insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or distribution of assets of the Company of any kind to its assets, or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution or other winding-upup of the Company, reorganizationwhether voluntary or involuntary, or any assignment for the benefit of creditors, creditors or other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding liabilities 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 liquidation, dissolution, winding-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 will be entitled 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 receive payment in full, in money cash or money's worthcash equivalents, after giving effect to any concurrent payment or distribution to or for the holders of such all Senior Indebtedness, or provision shall be made for such payment in full, in cash or cash equivalents, before the Holders of Notes will be entitled to receive any payment or distribution is made to of any kind or character (other than any payment or distribution in the holders form of Debentures equity securities or to subordinated securities of the Trustee. (b) In the event Company or any successor obligor that, notwithstanding in the foregoingcase of any such subordinated securities, are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to at least the same extent as the Notes are so subordinated (such equity securities or subordinated securities hereinafter being "Permitted Junior Securities")) on account of principal of, or premium, if any, or interest on the Notes; and, in any such case, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than a payment or distribution in the form of Permitted Junior Securities), prohibited by set-off or otherwise, to which the Holders of Notes or the Trustee would be entitled but for the provisions of this Article Seven 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 representative or representatives, or representatives ratably according to the trustee or trustees under any indenture pursuant to which any instruments evidencing such aggregate amounts remaining unpaid on account of the Senior Indebtedness may have been issued, 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 make payment in full of all Senior Indebtedness in full in money in accordance with its termsremaining unpaid, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. The consolidation of the Company with or merger of the Company into another Person or the liquidation or dissolution of the Company following the sale, assignment, transfer or other conveyance (other than through a lease) of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight of the Original Indenture, as amended by this First Supplemental Indenture, shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets or liabilities of the Company for the purposes of this Section 702 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires all or substantially all such properties and assets, as the case may be, shall as part of such consolidation, merger, sale, assignment, transfer or other conveyance comply with the conditions set forth in Article Eight of the Original Indenture, as amended by this First Supplemental Indenture.

Liquidation; Dissolution; Bankruptcy. In the case of the pendency of any receivership, insolvency, dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company or other similar judicial proceeding relative to the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (a) Upon each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on such 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 Notes are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Notes) subordinated to the payment of the Notes, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal of (or premium, if any) or interest on the Notes or on account of the purchase or other acquisition of Notes by the Company or any Subsidiary, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon including any liquidationJunior Subordinated Payment, dissolution which may be payable or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings deliverable in connection with any insolvency or bankruptcy proceeding respect of the Company, all amounts due upon all Senior Indebtedness of the Company shall first be paid Notes 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 liquidation, dissolution, winding-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 TrusteeProceeding. (b) In the event that, notwithstanding the foregoingforegoing provisions of this Section, the holders of any Notes shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingincluding any Junior Subordinated Payment, shall be received by the Trustee before all amounts due or to become due on all Senior Indebtedness of the Company is are paid in fullfull or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if such fact shall, at or provision is made for prior to the time of such payment or distribution, have been made actually known to such holder, then in money in accordance with its terms, such event 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 forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent 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 other Person making payment or distribution of assets of the Company, Company for application to the payment of all amounts due or to become due on all Senior Indebtedness of the Companyremaining unpaid, as the case may be, remaining unpaid to the extent necessary to pay such all amounts due or to become due on all Senior Indebtedness in full in money in accordance with its termsfull, after giving effect to any concurrent payment or distribution to or for the benefit holders of Senior Indebtedness. For purposes of this Article XIII, the words "cash, property or securities" shall not be deemed (so long as the effect of any exclusion employing this definition is not to cause the Notes to be treated in any Proceeding as a part of the same class of claims as the Senior Indebtedness or any class of claims pari passu with, or senior to the Senior Indebtedness) 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 XIII with respect to the Notes to the payment of Senior Indebtedness 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 IndebtednessIndebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article IX of this Note Agreement shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.04 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article IX of this Note Agreement.

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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Corporation, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding other proceedings, the holders of the Company, all amounts due upon all Senior Indebtedness of the Company shall Corporation will first be paid entitled to receive payment in full, full of Allocable 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 Corporation on account of the principal of 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 liquidation, dissolution, winding-up, liquidation or 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 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 required 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, 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 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.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets cash, securities or other property of the Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution Insolvency or winding-up, reorganization, assignment for Liquidation Proceeding with respect to the benefit Company (i) the holders of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Company, all amounts due upon all Senior Indebtedness Debt of the Company shall first will be entitled to receive payment in full, in cash or Cash Equivalents, of all Obligations due in respect of such Senior Debt (including Post-Petition Interest and, in the case of all Designated Senior Debt, all Obligations with respect thereto) before the Holders will be entitled to receive any payment or distribution with respect to the Securities (including payment for the repurchase of Securities upon a Change of Control), and (ii) until all Obligations with respect to such Senior Debt of the Company 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 of the principal or interest on the Debentures; and upon any such liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshaling of assetsCash Equivalents, 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 which the holders of such Senior Indebtedness, before any payment or distribution is Holders would be entitled shall be made to the holders of Debentures the Company's Senior Debt on a pro rata basis (except payments made from the trust described in Section 11.04 and except that Holders of the Securities may receive Reorganization Securities). Upon any Insolvency or Liquidation Proceeding with respect to the Trustee. (b) In the event that, notwithstanding the foregoingCompany, any payment or distribution of assets of the Company of any kind or character, whether in cash, property securities or securitiesother property, prohibited by to which the foregoingHolders or the Trustee would be entitled, except for the subordination provisions of this Indenture, shall be received paid by the Company, any paying agent or other Person making such payment or distribution, or by the Holders or by the Trustee before all Senior Indebtedness of the Company is paid in fullif received by them, 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 directly to the holders of the Company's Senior Debt (pro rata to such holders on the basis of the amounts of the Obligations due in respect of the Senior Indebtedness Debt held by them) 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, as calculated by the Company, for application to the payment of all Obligations due in respect of such Senior Indebtedness of the CompanyDebt (including Post-Petition Interest and, as in the case may beof all Designated Senior Debt, remaining unpaid to the extent necessary to pay all Obligations with respect thereto) until all such Senior Indebtedness Obligations have been paid in full in money in accordance with its termscash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or for the benefit provisions made for, holders of the holders of such Company's Senior IndebtednessDebt.

Liquidation; Dissolution; Bankruptcy. In the case of the pendency of any receivership, insolvency, dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Company or other similar judicial proceeding relative to the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (a) Upon each such event, if any herein sometimes referred to as a "Proceeding"), then the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal of (or premium, if any) or interest (including Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon including any liquidationJunior Subordinated Payment, dissolution which may be payable or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings deliverable in connection with any insolvency or bankruptcy proceeding respect of the Company, all amounts due upon all Senior Indebtedness of the Company shall first be paid Securities 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 liquidation, dissolution, winding-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 TrusteeProceeding. (b) In the event that, notwithstanding the foregoingforegoing provisions of this Section, the Trustee or the Holders of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingincluding any Junior Subordinated Payment, shall be received by the Trustee before all amounts due or to become due on all Senior Indebtedness are paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Company is paid Trustee or, as the case may be, such Holder, then in full, or provision is made for such payment in money in accordance with its terms, event 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 forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent 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 other Person making payment or distribution of assets of the Company, Company for application to the payment of all amounts due or to become due on all Senior Indebtedness of the Companyremaining unpaid, as the case may be, remaining unpaid to the extent necessary to pay such all amounts due or to become due on all Senior Indebtedness in full in money in accordance with its termsfull, after giving effect to any concurrent payment or distribution to or for the benefit holders of Senior Indebtedness. For purposes of this Article XV, the words "cash, property or securities" shall not be deemed (so long as the effect of any exclusion employing this definition is not to cause the Securities to be treated in any Proceeding as a part of the same class of claims as the Senior Indebtedness or any class of claims pari passu with, or senior to the Senior Indebtedness) 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 XV with respect to the Securities to the payment of Senior Indebtedness 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 IndebtednessIndebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article X 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 the Corporation's liquidation, dissolution or winding-dissolution, winding up, reorganization, assignment for the benefit of its creditors, marshaling of its assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of involving the CompanyCorporation, 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 of or interest Interest on the DebenturesSecurities or any other amounts which may be due on the Securities pursuant to the terms hereof or otherwise; and upon any such liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshaling of assetsevent, 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, 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. For purposes of this Article XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the Securities to the payment of Senior Indebtedness 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 Corporation with, or the merger of the Corporation into, another Person or the liquidation or dissolution of the Corporation following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Debenture Trustee under or pursuant to Section 6.06 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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Company, assignment for the benefit of creditorswhether voluntary or involuntary, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, all amounts due upon all Senior Indebtedness with respect to the Notes 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 DebenturesNotes of such series; and upon any such liquidation, dissolution, winding-up, liquidation or reorganization, assignment for the benefit of creditorsor in any such bankruptcy, marshaling of assetsinsolvency, 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 Notes 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, 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. For purposes of this Article 16, 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 16 with respect to the Notes of the relevant series to the payment of all Senior Indebtedness with respect to the Notes of 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 Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in 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 Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Sections 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 6.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon In the event of any payment by Insolvency or Liquidation Proceeding that is continuing involving the Company: This Agreement shall remain in full force and effect and enforceable pursuant to its terms, and all references herein to the Company or distribution of assets of shall be deemed to apply to the Company of as debtor-in-possession and to any kind Person claiming through or characteron their behalf, whether including a trustee in cashbankruptcy, property or securitiesreceiver, to creditors upon any liquidation, dissolution or winding-up, reorganization, assignment assignee for the benefit of creditors, marshaling of assets liquidating trustee or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding agent for the estate of the Company, all amounts due upon all or otherwise. All Senior Indebtedness of the Company Lien Obligations shall first be paid in full, or payment thereof provided for in money in accordance with its terms, full before any payment is Distribution, whether in cash, securities or other property, shall be made by the Company to any Junior Lien Claimholder (or any Person claiming through or on account behalf of the principal or interest on the Debentures; and upon any such liquidationJunior Lien Claimholder, dissolutionincluding a trustee in bankruptcy, winding-upreceiver, reorganization, assignment assignee for the benefit of creditors, marshaling of assets, any payment by the Companyliquidating trustee or agent, or distribution of assets of the Company otherwise) on account of any kind or characterJunior Lien Obligations. Any Distribution, whether in cash, property securities or securitiesother property, to which would otherwise, but for the holders terms hereof, be payable or deliverable in respect of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, Junior Lien Obligations shall be paid or delivered directly to the Senior Lien Collateral Agent until all Senior Lien Obligations are paid in full. Each Junior Lien Claimholder by its acceptance of the Company or by Junior Lien Documents irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee in bankruptcy, liquidating trustee, agent liquidator, custodian, conservator or other Person making having authority, to pay or otherwise deliver all such payment or distribution, or by the holders Distributions in respect of the Debentures or by the Trustee under this Indenture if received by them or it, directly Junior Lien Obligations to the holders of Senior Indebtedness Collateral Agent. Each Junior Lien Claimholder by its acceptance of the Company (pro rata Junior Lien Documents also irrevocably authorizes and empowers the Senior Lien Collateral Agent, in the name of such Junior Lien Claimholder, to demand, xxx for, collect and receive any and all such holders on the basis Distributions. Neither any Senior Lien Collateral Agent nor any Senior Lien Claimholder shall have any liability to any Junior Lien Claimholder in connection with any action taken pursuant to this paragraph. Each Junior Lien Claimholder by its acceptance of the respective amounts of Senior Indebtedness held by such holdersJunior Lien Documents agrees not to initiate, as calculated by prosecute, support or participate in any claim, action or other proceeding challenging the Company) enforceability, validity, perfection 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 priority of the Company Senior Lien Obligations or any liens and security interests securing the Senior Lien Obligations. Each Junior Lien Claimholder may execute, verify, deliver and file any proofs of any kind or character, whether claim in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness respect 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, 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 IndebtednessJunior Lien Obligations.

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-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Securityholders 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 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 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 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, as 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 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. For purposes of this Article Fifteen, 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 Fifteen with respect to the Securities to the payment of Senior Indebtedness 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 Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article Ten of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article Ten of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.05 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 liquidation, dissolution or winding-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, all amounts due upon all Senior and Subordinated 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 (including Compounded Interest and Additional Sums, if any) on the DebenturesSecurities; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 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 and Subordinated Indebtedness of the Company (pro rata PRO RATA to such holders on the basis of the respective amounts of Senior and Subordinated 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 and Subordinated Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior and Subordinated 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 and Subordinated 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 and Subordinated 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 and Subordinated Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior and Subordinated Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior and Subordinated Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all such Senior and Subordinated 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 and Subordinated Indebtedness. For purposes of this Article XV, 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 XV with respect to the Securities to the payment of Senior and Subordinated Indebtedness that may at the time be outstanding, provided that (i) such Senior and Subordinated 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 and Subordinated 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 Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property (i) holders of Senior Debt shall be entitled to receive payment in full in cash of the principal of and interest to the date of payment on, together with any premium or other amounts required to be paid in respect of, the Senior Debt before Holders shall be entitled to receive any payment of Subordinated Debt; and (ii) until the Senior Debt is paid in full in cash, any distribution to which Holders would be entitled but for this Article Twelve shall be made to holders of assets Senior Debt as their interest may appear, except that Debentureholders may receive securities that are subordinated to Senior Debt to at least the same extent as the Debentures. The holders of the Senior Debt are irrevocably authorized and empowered, in the event of such liquidation or dissolution of the Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution or winding-upa bankruptcy, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of relating to the Company, all amounts due upon all Senior Indebtedness to demand, sue for, collect and receive every such payment or distribution rexxxred to above, give acquittance therefore, file claims and proofs of the Company shall first be paid claim in fullany statutory or non-statutory proceeding, or payment thereof provided for vote such claims 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 liquidationproceeding and take such other actions, dissolution, winding-up, reorganization, assignment for in the benefit name 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 Senior Debt or in the Trustee would be entitled to receive from name of the CompanyHolders or otherwise, except as the holders of the Senior Debt may deem necessary or advisable for the enforcement of the provisions of this Article XVITwelve. The Holders agree, shall be paid by in the event of such liquidation or dissolution of the Company or by any receiver, trustee in a bankruptcy, liquidating trusteereorganization, agent insolvency, receivership or other Person making similar proceeding relating to the Company, to take such payment or distribution, or action as may be reasonably requested at any time and from time to time by the holders of the Debentures or by Senior Debt to collect the Trustee under this Indenture if received by them or it, directly to Subordinated Debt for the account of the holders of the Senior Indebtedness Debt and to file appropriate proofs of the Company (pro rata claim in respect thereof and to execute and deliver such holders on the basis powers of the respective amounts of Senior Indebtedness held by such holdersattorney, assignments or other instruments 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 the Senior Indebtedness, before any payment or distribution is made Debt may reasonably request in order to enable the holders of Debentures the Senior Debt to enforce any and all claims upon or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets in respect of the Company Subordinated Debt 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 any kind the Subordinated Debt. Any and all monies so collected or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness 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 Senior Debt shall be held in trust for the benefit of and shall be paid over or delivered to retained indefeasibly by 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, as their respective interests may appear, as calculated by the Company, Debt for application to the payment of all Senior Indebtedness of Debt until the CompanySenior Debt is fully, 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 finally and irrevocably paid. In no event shall the holders of such the Senior IndebtednessDebt be liable to the Holders for any failure to prove any Subordinated Debt, to exercise any right with respect thereto or to collect any sums payable thereon.

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-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 Subordinated Debentures; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Holders of the Subordinated Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVISix, 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 Subordinated 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 Holders of Subordinated Debentures or to the Trustee. (b) In For purposes of this Article Six, the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in words "cash, property or securities, prohibited by the foregoing, " shall not be received by the Trustee before all Senior Indebtedness deemed to include shares of stock of the Company is paid in fullas reorganized or readjusted, or provision securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which 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 subordinated at least to the holders of such Senior Indebtedness or their representative or representatives, or extent provided in this Article Six with respect 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, for application Subordinated Debentures to the payment of all Senior Indebtedness of the CompanyCompany that may at the time be outstanding, as the case may be, remaining unpaid to the extent necessary to pay provided that (i) such Senior Indebtedness in full in money in accordance with its termsis assumed by the new corporation, after giving effect to if any, resulting from any concurrent payment such reorganization or distribution to or for readjustment, and (ii) the benefit rights of the holders of such Senior IndebtednessIndebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company 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 Eight of the Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 6.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight of the Indenture. Nothing in Section 6.2 or in this Section 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 606 of the Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets cash, securities or other property of the Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution Insolvency or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection Liquidation Proceeding with any insolvency or bankruptcy proceeding of respect to the Company, all amounts due upon the holders of any Senior Indebtedness will be entitled to receive payment in full in cash or Cash Equivalents of all Senior Indebtedness (including Post-Petition Interest) before the holders of the Company shall first Note Indebtedness will be paid in full, or payment thereof provided for in money in accordance with its terms, before entitled to receive any payment is made by the Company or distribution (other than in Reorganization Securities) on account of the principal Note Indebtedness and until all Senior Indebtedness is paid in full in cash or interest on the Debentures; and upon any such liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshaling of assetsCash Equivalents, any payment by or distribution (other than in Reorganization Securities) on account of the Note Indebtedness to which the holders of the Note Indebtedness would be entitled shall be made to the holders of the Senior Indebtedness on a pro rata basis. Upon any Insolvency or Liquidation Proceeding with respect to the Company, any payment or distribution of assets of the Company of any kind or character, whether (other than in cash, property or securitiesReorganization Securities), to which the holders of the Debentures or the Trustee Note Indebtedness would be entitled to receive from on account of the Company, except Note Indebtedness but for the provisions of this Article XVI, 11 shall be paid by the Company or by Company, 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 Note Indebtedness if received by them or itthem, 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 Companythem) 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 issuedRepresentative, 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, as their respective interests may appear, as calculated by the Company, for application to the payment of all outstanding Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay until all such Senior Indebtedness has been paid in full in money in accordance with its termscash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or for the benefit of the provisions made for, holders of such 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 liquidation, dissolution or winding-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Indenture Trustee would be entitled to receive from the CompanyCompany (not including amounts payable to the Trustee under Article X), 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 Indenture 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 Indenture 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, 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.

Liquidation; Dissolution; Bankruptcy. In the event of (a) Upon any payment insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Company voluntarily or involuntarily, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or distribution (d) any other marshalling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), all Senior Indebtedness (including any interest thereon accruing after the commencement of any kind such proceedings) shall first be paid in full before any payment or characterdistribution, whether in cash, securities or other property, shall be made to any Holder of any of the Debentures on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Debentures, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Debentures shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Debentures, together with the holders of any obligations of the Company ranking on a parity with the Debentures, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal or Redemption Price of and interest on the Debentures and such other obligations before any payment or other distribution, whether in cash, property or securitiesotherwise, to creditors upon shall be made on account of any liquidation, dissolution or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets capital stock or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Company, all amounts due upon all Senior Indebtedness obligations 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 liquidation, dissolution, winding-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, ranking junior 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 and such 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 Trusteeobligations. (b) In the event thatIf, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind character or characterany security, whether in cash, securities or other property (other than securities of the Company or securitiesany other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, prohibited at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the foregoingDebentures, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Indebtedness of the Company is shall have been paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution or security shall be held received in trust for the benefit of of, and shall be paid over or delivered to and transferred to, the holders of such the Senior Indebtedness or their representative or representatives, or to at the trustee or trustees under any indenture pursuant to which any instruments evidencing time outstanding in accordance with the priorities then existing among such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, holders for application to the payment of all Senior Indebtedness of the Companyremaining unpaid, as the case may be, remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. 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 money in accordance with its termsArticle VIII shall not be deemed a dissolution, after giving effect to any concurrent payment winding-up, liquidation or distribution to or reorganization for the benefit purposes of the holders this Section 13.3 if such other corporation shall, as a part of such Senior Indebtednessconsolidation, merger, conveyance or transfer, comply with the conditions stated in Article VIII. Nothing in Section 13.2 or in this Section 13.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7.

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 liquidation, dissolution or winding-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 Subordinated Debentures; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Subordinated Debentures 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 of the Subordinated 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 Subordinated 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 Subordinated Debentures 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, 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, 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. For purposes of this Article VI, 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 VI with respect to the Subordinated Debentures to the payment of all Senior Indebtedness of the 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 X of the Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 6.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article X of the Indenture. Nothing in Section 6.2 or in this Section 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06 of the Indenture.

Liquidation; Dissolution; Bankruptcy. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Issuer or to its assets, or any liquidation, dissolution or other winding-up of the Issuer, whether voluntary or involuntary, or any assignment for the benefit of creditors or other marshaling of assets or liabilities of the Issuer (a) Upon except in connection with the consolidation or merger of the Issuer or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially upon the terms and conditions described in Article 7), the holders of Senior Indebtedness will be entitled to receive payment in full in cash or cash equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Securityholders will be entitled to receive any payment by or distribution of any kind or character (other than (i) payments made pursuant to the Company Collateral Documents, and (ii) any payment or distribution in the form of equity securities or subordinated securities of the Issuer or any successor obligor that, in the case of any such subordinated securities, are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to at least the same extent as the Securities are so subordinated (such equity securities or subordinated securities hereinafter being “Permitted Junior Securities”)) on account of principal of, or accrued and unpaid interest (including Additional Interest), if any, on the Securities; and any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, securities (other than (x) any payments made pursuant to creditors upon any liquidation, dissolution the Collateral Documents or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar 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 (y) 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 liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets, any payment by the Company, or distribution in the form of assets of the Company of any kind Permitted Junior Securities), by set-off or character, whether in cash, property or securitiesotherwise, to which the holders of the Debentures Securityholders or the Trustee would be entitled to receive from the Company, except but for the provisions of this Article XVI, 5 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) or their representative or representatives, or representatives ratably according to the trustee or trustees under any indenture pursuant to which any instruments evidencing such aggregate amounts remaining unpaid on account of the Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such make payment in full of all Senior Indebtedness in full, in money or money's worthremaining unpaid, 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, 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.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company Guarantor or distribution of assets of the Company Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Guarantor, assignment for the benefit of creditorswhether voluntary or involuntary, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, all amounts due upon all Guarantor 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 Guarantor pursuant to the Guarantee on account of the principal of, premium or interest on (including any Additional Interest) on, or Additional Amounts or, if applicable, Additional Sums with respect to, the DebenturesSecurities of such series; and upon any such liquidation, dissolution, winding-up, liquidation or reorganization, assignment for the benefit of creditors, marshaling of assets, any payment by the CompanyGuarantor, or distribution of assets of the Company Guarantor 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 CompanyGuarantor, except for the provisions of this Article XVI18, shall be paid by the Company Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of such Guarantor Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Guarantor 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 Guarantor Senior Indebtedness, before any payment or distribution is made pursuant to the holders Guarantee to the 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 Guarantor pursuant to the Guarantee 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 Guarantor 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 Guarantor Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the CompanyGuarantor, for application to the payment of all such Guarantor Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Guarantor 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 Guarantor Senior Indebtedness. 105 For purposes of this Article 18, the words "cash, property or securities" shall not be deemed to include shares of stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor 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 18 with respect to the Guarantee in respect of any series of Securities to the payment of all Guarantor Senior Indebtedness with respect to the Securities of such series that may at the time be outstanding, provided that (i) such Guarantor 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 Guarantor Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Guarantor with, or the merger of the Guarantor into, another Person or the liquidation or dissolution of the Guarantor following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Sections 8.3 and 8.4 of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 18.3 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Sections 8.3 and 8.4 of this Indenture. Nothing in Section 18.2 or in this Section 18.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.6 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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Corporation, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding other proceedings, the holders of the Company, all amounts due upon 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) or any other amounts which may be due on the Securities pursuant to the terms hereof or thereof); and upon any such liquidation, dissolution, winding-up, liquidation or 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 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 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 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, 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. For purposes of this Article XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the Securities to the payment of Senior Indebtedness 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 Corporation with, or the merger of the Corporation into, another Person or the liquidation or dissolution of the Corporation following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Debenture Trustee under or pursuant to Section 6.06 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 (i) any liquidation, dissolution or winding-upup or total or partial liquidation or reorganization of the Company whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (ii) any bankruptcy or insolvency case or proceeding or any receivership, reorganizationliquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its assets, (iii) any assignment for the benefit of creditors, creditors or any other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding 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 interfeasibly 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, premium, if any, or interest on the Debentures; Securities, except that Securityholders 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 liquidation, dissolution, dissolution winding-up, liquidation or 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 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 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 Representative or representativesRepresentatives, 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. (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, 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 IndebtednessDebt.

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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Corporation, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, all amounts due upon all Senior Indebtedness and Other Financial Obligations of the Company Corporation 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 Corporation on account of the principal (and premium, if any) or interest on the DebenturesSecurities; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Securityholders or the Debt Trustee would be entitled to receive from the CompanyCorporation, except for under the provisions of this Article XVIFifteen, 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 Debt Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness and Other Financial Obligations of the Company Corporation (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness and Other Financial Obligations 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 and Other Financial Obligations may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness and Other Financial Obligations 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 IndebtednessIndebtedness and Other Financial Obligations, before any payment or distribution is made to the holders of Debentures Securityholders or to the Debt 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 Debt Trustee before all Senior Indebtedness and Other Financial Obligations of the Company is Corporation are 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 Other Financial Obligations or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness and Other Financial Obligations may have been issued, as and their respective interests may appear, as calculated by the CompanyCorporation, for application to the payment of all Senior Indebtedness and Other Financial Obligations of the CompanyCorporation, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness and Other Financial Obligations 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 IndebtednessIndebtedness and Other Financial Obligations. For purposes of this Article Fifteen, the words "cash, property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Fifteen with respect to the Securities to the payment of all Senior Indebtedness and Other Financial Obligations of the Corporation, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness and Other Financial Obligations 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 Other Financial Obligations are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Corporation with, or the merger of the Corporation into, another corporation or the liquidation or dissolution of the 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 Ten of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Ten of this Indenture. Nothing in Section 15.2 or in this Section 15.3 shall apply to claims of, or payments to, the Debt Trustee under or pursuant to Section 6.6 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 liquidation, dissolution or dissolution; winding-up; liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, all amounts principal, premium, if any, and interest due upon or to become due (including any post-petition interest) on 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 liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Holders of the Debentures Securities or the Trustee would be entitled to receive from the Companyreceive, except for the provisions of this Article XVIXIV, 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 charactercharacter on any Security, 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, as their respective interests may appear, ratably according to the aggregate amount remaining unpaid on account of the principal, premium, interest (including any post-petition 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. For purposes of this Article XIV, 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 XIV with respect to the 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 VIII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article III. Nothing in Section 14.2 or in this Section 14.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets to ------------------------------------ creditors of the Company of any kind or character, whether in cash, property properties, securities or securitiesotherwise, to creditors upon any liquidation, in a liquidation or dissolution of the Company or winding-upin a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company, or its property, an assignment for the benefit of creditors, marshaling of assets creditors or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding marshaling of the Company's assets and liabilities, 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 liquidation, dissolution, winding-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 Senior Debt shall be entitled to receive from payment in full in cash of all Obligations due in respect of such Senior Debt (including interest after the Companycommencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not allowed as a claim in any such proceeding) before the holder of the Note will be entitled to receive any payment with respect to the Note, except for and until all Obligations with respect to Senior Debt are paid in full in cash, any distribution to which the provisions holder of this Article XVI, the Note would be entitled shall be paid made to the holders of Senior Debt (except that the holder of the Note may receive and retain Permitted Junior Securities). To the extent any payment of Senior Debt (whether by or on behalf of the Company or by any Subsidiary, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person 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 of Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the Debentures or by extent the Trustee under this Indenture if received by them or itobligation to repay any Senior Debt is declared to be fraudulent, 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 representativesinvalid, or to the trustee or trustees otherwise set aside under any indenture pursuant to which any instruments evidencing bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such Senior Indebtedness may have obligation not 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. (baffected) 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 deemed to be reinstated and outstanding as Senior Debt for all Senior Indebtedness of the Company is paid in fullpurposes hereof as if such declaration, invalidity 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, 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 Indebtednesssetting aside had not occurred.

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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Company, assignment for the benefit of creditorswhether voluntary or involuntary, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 liquidation, dissolution, winding-up, liquidation or reorganization, assignment for the benefit of creditorsor in any such bankruptcy, marshaling of assetsinsolvency, 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, 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. For purposes of this Article 16, 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 16 with respect to the Securities of the relevant series to the payment of all Senior Indebtedness with respect to the Securities of 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 Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 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 Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 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 6.6 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property (i) holders of Senior Debt shall be entitled to receive payment in full in cash of the principal of and interest to the date of payment on, together with any premium or other amounts required to be paid in respect of, the Senior Debt before Holders shall be entitled to receive any payment of Subordinated Debt; and (ii) until the Senior Debt is paid in full in cash, any distribution to which Holders would be entitled but for this Article Twelve shall be made to holders of assets Senior Debt as their interest may appear, except that Debenture Holders may receive securities that are subordinated to Senior Debt to at least the same extent as the Debentures. The holders of the Senior Debt are irrevocably authorized and empowered, in the event of such liquidation or dissolution of the Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution or winding-upa bankruptcy, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of relating to the Company, all amounts due upon all Senior Indebtedness to demand, sue for, collect and receive every such payment or distributiox referred to above, give acquittance therefore, file claims and proofs of the Company shall first be paid claim in fullany statutory or non-statutory proceeding, or payment thereof provided for vote such claims 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 liquidationproceeding and take such other actions, dissolution, winding-up, reorganization, assignment for in the benefit name 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 Senior Debt or in the Trustee would be entitled to receive from name of the CompanyHolders or otherwise, except as the holders of the Senior Debt may deem necessary or advisable for the enforcement of the provisions of this Article XVITwelve. The Holders agree, shall be paid by in the event of such liquidation or dissolution of the Company or by any receiver, trustee in a bankruptcy, liquidating trusteereorganization, agent insolvency, receivership or other Person making similar proceeding relating to the Company, to take such payment or distribution, or action as may be reasonably requested at any time and from time to time by the holders of the Debentures or by Senior Debt to collect the Trustee under this Indenture if received by them or it, directly to Subordinated Debt for the account of the holders of the Senior Indebtedness Debt and to file appropriate proofs of the Company (pro rata claim in respect thereof and to execute and deliver such holders on the basis powers of the respective amounts of Senior Indebtedness held by such holdersattorney, assignments or other instruments 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 the Senior Indebtedness, before any payment or distribution is made Debt may reasonably request in order to enable the holders of Debentures the Senior Debt to enforce any and all claims upon or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets in respect of the Company Subordinated Debt 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 any kind the Subordinated Debt. Any and all monies so collected or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness 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 Senior Debt shall be held in trust for the benefit of and shall be paid over or delivered to retained indefeasibly by 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, as their respective interests may appear, as calculated by the Company, Debt for application to the payment of all Senior Indebtedness of Debt until the CompanySenior Debt is fully, 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 finally and irrevocably paid. In no event shall the holders of such the Senior IndebtednessDebt be liable to the Holders for any failure to prove any Subordinated Debt, to exercise any right with respect thereto or to collect any sums payable thereon.

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-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 liquidation, dissolution, dissolution or winding-up, up or liquidation or reorganization, assignment for the benefit of creditors, marshaling of assets, any payment by the Company, or distribution of 72 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, 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. For purposes of this Article XV, 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 XV with respect to the Securities to the payment of Senior Indebtedness 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 Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon In the event of any payment by insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or distribution of assets of the Company of any kind to its assets, or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution or other winding-upup of the Company, reorganizationwhether voluntary or involuntary, or any assignment for the benefit of creditors, creditors or other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings liabilities of the Company (except in connection with any insolvency the consolidation or bankruptcy proceeding of the Company, all amounts due upon all Senior Indebtedness merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially upon the terms and conditions described in Article 7), the holders of senior indebtedness shall first be paid entitled to receive payment in fullfull in Cash or Cash equivalents (or otherwise to the extent Holders accept satisfaction of amounts due by settlement in other than Cash or Cash equivalents) of all senior indebtedness, or payment thereof provided provision shall be made for in money in accordance with its termssuch payment, before the Holders will be entitled to receive any payment is made by or distribution of any kind or character (other than payments or distributions in the Company form of Permitted Junior Securities, whether on account of the principal of, or interest on the DebenturesSecurities); and upon any such liquidation, dissolution, winding-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 cashCash, property or securitiessecurities (other than payments or distributions in the form of Permitted Junior Securities), prohibited by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 13 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 in trust for the benefit of and shall be paid over or delivered directly to the holders of such Senior Indebtedness senior indebtedness or their representative or representatives, or representatives ratably according 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, for application to the payment of all Senior Indebtedness aggregate amounts remaining unpaid on account of the Company, as the case may be, remaining unpaid senior indebtedness to the extent necessary to pay such Senior Indebtedness make payment in full in money Cash or Cash equivalents (or otherwise to the extent holders accept satisfaction of amounts due by settlement in accordance with its termsother than Cash or Cash equivalents) of all senior indebtedness remaining unpaid, or to have such payment duly provided for, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtednesssenior indebtedness.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by In the Company or distribution of assets of the Company event of any kind insolvency or characterbankruptcy case or proceeding, whether or any receivership, liquidation, reorganization or other similar case or proceeding in cashconnection therewith, property relating to the Company, or securities, to creditors upon any liquidation, dissolution or other winding-upup of the Company, reorganizationwhether voluntary or involuntary, or any assignment for the benefit of creditors, marshaling creditors or other marshalling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding liabilities of the Company, all amounts due upon all the holders of any 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 liquidation, dissolution, winding-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 will be entitled to receive from payment in full, in cash of all obligations due in respect of such Senior Indebtedness before the CompanyHolders will be entitled to receive any payment, 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, repurchase or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly redemption with respect to the holders of Notes (excluding any payment, distribution, repurchase or redemption from trusts previously created pursuant to Section 14.02 and excluding any payment, distribution, repurchase or redemption of, or repurchase or redemption in exchange for, Permitted Junior Securities), and until all obligations with respect to such Senior Indebtedness of the Company are paid in full, in cash, any payment or distribution to which the Holders would be entitled shall be made to the holders of the Company's Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by them). Upon any such holders, as calculated by insolvency or liquidation proceeding or other like proceeding referred to above with respect to 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 securitiessecurities (excluding any payment or distribution of, prohibited or repurchase or redemption in exchange for, securities permitted by clause (b) of this Section 14.02 and excluding any payment, distribution, repurchase or redemption for, Permitted Junior Securities), to which the Holders or the Trustee would be entitled to except for the provisions of this Indenture shall be paid by the foregoingCompany, shall be received any Custodian or other Person making such payment or distribution, or by the Holders or by the Trustee before all Senior Indebtedness of the Company is paid in fullif received by them, 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 directly to the holders of such the Company's Senior Indebtedness (pro rata to such holders on the basis of the amounts of Senior Indebtedness held by them) 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 issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all outstanding Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay Company until all such Senior Indebtedness has been paid in full in money in accordance with its termscash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or for the benefit provisions made for, holders of the holders of such Company's Senior Indebtedness.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by or distribution of cash, securities or other property of the Company to creditors upon any insolvency or liquidation proceeding with respect to the Company or distribution of assets of the Company of any kind or character, whether in cash, its property or securities, to creditors upon the holders of any liquidation, dissolution or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar 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 liquidation, dissolution, winding-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 will be entitled to receive from payment in full, in cash or, to the Companyextent permitted under the agreements governing the Senior Indebtedness, except for Cash Equivalents, of all obligations due in respect of such Senior Indebtedness before the provisions Holders will be entitled to receive any payment or distribution with respect to the Notes (excluding any payment or distribution of, or repurchase or redemption in exchange for, securities permitted by clause (b) of this Article XVISection 14.02), shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making and until all obligations with respect to 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 are paid in full, in cash or, to the extent permitted under the agreements governing the Senior Indebtedness, Cash Equivalents, any payment or distribution to which the Holders would be entitled shall be made to the holders of the Company's Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by them). Upon any insolvency or liquidation proceeding with respect to 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 securitiessecurities (excluding any payment or distribution of, prohibited or repurchase or redemption in exchange for, securities permitted by clause (b) of this Section 14.02), to which the Holders or the Trustee would be entitled to except for the provisions of this Indenture shall be paid by the foregoingCompany, shall be received any Custodian or other Person making such payment or distribution, or by the Holders or by the Trustee before all Senior Indebtedness of the Company is paid in fullif received by them, 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 directly to the holders of such the Company's Senior Indebtedness (pro rata to such holders on the basis of the amounts of Senior Indebtedness held by them) 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 issuedRepresentatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all outstanding Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay Company until all such Senior Indebtedness has been paid in full in money in accordance with its termscash, after giving effect to any concurrent payment all other payments or distribution to distributions to, or for the benefit provisions made for, holders of the holders of such Company's Senior Indebtedness.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company an Issuer of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution total or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar 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 partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, creditors or marshaling of assetsassets of an Issuer or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Issuer or its property, whether voluntary or involuntary, all Obligations (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) due or to become due upon all Senior Debt of such Issuer shall first be paid in full in cash and/or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of such Senior Debt, before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment by the Company, or distribution of assets of the Company an Issuer of any kind or character, whether in 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 Companyentitled, except for the provisions of this Article XVIhereof, shall be paid by the Company such Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Senior Indebtedness Debt of the Company such Issuer (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 representativesrespective 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 paid in full, full in money or money's worth, cash and/or Cash Equivalents 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. (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, 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 IndebtednessDebt.

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), to creditors upon on account of principal of or interest on the Debentures or on account of any liquidation, dissolution purchase or winding-up, reorganization, assignment for other acquisition of Debentures by the benefit of creditors, marshaling of assets Company or any bankruptcySubsidiary of the Company (all such payments, insolvencydistributions, debt restructuring purchases and acquisitions herein referred to, individually and collectively, as a "Debenture Payment"), and to that end the holders of all Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any Debenture Payment which may be payable or similar proceedings deliverable in connection with respect of the Debentures in any insolvency such Proceeding. To the extent any payment of Senior Indebtedness (whether by or bankruptcy proceeding on behalf of the Company, all amounts due upon all Senior Indebtedness as proceeds of the Company shall first security or enforcement of any right of setoff orotherwise) is declared to be fraudulent or preferential, set aside or 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 liquidation, dissolution, winding-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 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 " shall not be deemed to include (a) any payment of interest on the foregoing, shall be received by the Trustee before all Senior Indebtedness Debentures made solely in Junior Securities or (b) a payment or distribution of stock or securities of the Company is paid provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in full, a reorganization proceeding under any applicable bankruptcy law or provision is made of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Indebtedness at least to the same extent as the Debentures are so subordinated as provided in money in accordance with its termsthis Section 14; provided that (1) if a new corporation results from such reorganization or readjustment, such payment or distribution shall be held in trust for corporation assumes the benefit Senior Indebtedness and (2) the rights of and shall be paid over or delivered to the holders of such the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or their representative or representativesreadjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution or the Company following the conveyance, transfer, sale or lease of all or substantially all of its properties and assets to another Person upon the trustee terms and conditions set forth in either Section 12.6 or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issuedSection 13.1, as their respective interests may appearthen applicable, as calculated shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the CompanyCompany is merged or the Person which acquires by conveyance, for application to the payment of all Senior Indebtedness of the Companytransfer, sale or lease such properties and assets, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its termsshall, after giving effect to any concurrent payment or distribution to or for the benefit of the holders as a part of such Senior Indebtednessconsolidation, merger, conveyance, transfer, sale or lease comply with the conditions set forth in either Section 12.6 or Section 13.1, as 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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Company, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 in respect of the principal or interest on the DebenturesDebt Securities; and upon any such liquidation, dissolution, winding-up, liquidation or 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 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 or to the TrusteeSecurityholders. (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 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 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, 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. For purposes of this Article XV, 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 XV with respect to the Debt Securities to the payment of all Senior Indebtedness, that may at the time be outstanding, provided, that (a) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (b) 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, transfer or other disposition of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XI of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XI of this Indenture. Nothing in Section 15.02 or in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06 or Section 16.01 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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Company, assignment for the benefit of creditorswhether voluntary or involuntary, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 liquidation, dissolution, winding-up, liquidation or 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 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 95 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, 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. For purposes of this Article 16, 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 16 with respect to the Securities of the relevant series to the payment of all Company Senior Indebtedness with respect to the Securities of 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 Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in 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 Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Sections 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 6.6 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 liquidation, dissolution or winding-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 Subordinated Debentures; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Subordinated Debentures 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 Subordinated 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 Subordinated 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, as 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.

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, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar 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 liquidation, dissolution, winding-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 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 principal of, and premium, if any, and interest due or to become due upon all Senior Indebtedness (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal or interest on the Securities; and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Company, or distribution of substantially all of the assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Security or the Trustee would be entitled to receive from the Companyentitled, except for the provisions of this Article XVI13, 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 66 - 61 - or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such all Senior Indebtedness in fullfull (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) or to provide for such payment 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 Holders of Debentures Securities or to the Trustee. In the event that the Securities are declared due and payable before the Maturity, then all amounts due on all Senior Indebtedness shall have been paid in full (bincluding interest after the commencement of any bankruptcy, insolvency, receivership or other proceeding at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) before holders of the Securities are entitled to receive or retain any payment. 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 fullfull (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding), 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 any Senior Indebtedness may have been issued, 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 all 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. Any holder of Senior Indebtedness may file any proof of claim or similar instrument on behalf of the Trustee and the Holders if such instrument has not been filed by the date which is 30 days prior to the date specified for filing thereof. For purposes of this Article 13, 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 13 with respect to the Securities to the payment of all Senior Indebtedness that may, at the time, be outstanding, provided, however, that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company 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 67 - 62 - provided for in Article 8 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 8 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof. Nothing in Section 13.2 or in this Section 13.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7.

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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Company, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 of, premium, if any, or interest on such Debt Securities of any series (including any other amounts which may be due on such Debt Securities pursuant to the Debenturesterms hereof or otherwise); and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Holders or the Debt 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 Holders or by the Debt 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 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 Debt 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 Debt 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, 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. For purposes of this Article XV, 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 XV with respect to the Debt Securities of any series to the payment of Senior Indebtedness 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 Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Debt Trustee under or pursuant to Section 6.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. In the event of any insolvency, bankruptcy, dissolution, winding up, liquidation, arrangement, reorganization, marshalling of assets or liabilities, composition, assignment for the benefit of creditors or other similar proceedings relating to the Buyer, its debts, its property or its operations, whether voluntary or involuntary, including, without limitation the filing of any petition or the taking of any action to commence any of the foregoing (awhich, in the case of action by a third party, is not dismissed within 60 days) Upon (a “Bankruptcy Event’’), all Senior Indebtedness shall first be paid in full in cash or other immediately available funds before the Seller shall be entitled to receive or retain any payment by the Company or distribution of assets of the Company Buyer with respect to any Subordinated Obligations. In the event of any kind such Bankruptcy Event, any payment or characterdistribution of assets to which the Seller would be entitled if the Subordinated Obligations were not subordinated to the Senior Indebtedness in accordance with this Section 2, whether in cash, property property, securities or securities, to creditors upon any liquidation, dissolution or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar 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 liquidation, dissolution, winding-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 XVIotherwise, shall be paid or delivered by the Company or by any receiverdebtor, custodian, trustee in bankruptcy, liquidating trustee, or agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture Seller if received by them or it, directly to the Senior Agent on behalf of the holders of the Senior Indebtedness (subject to any intercreditor agreement or arrangement among such holders) for application to the payment 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 appearremaining unpaid, to the extent necessary to pay such make payment in full in cash or other immediately available funds of all Senior Indebtedness in full, in money or money's worthremaining unpaid, 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, 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.

Liquidation; Dissolution; Bankruptcy. (a) Upon In the event of any payment by insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or distribution of assets of the Company of any kind to its assets, or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution or other winding-upup of the Company, reorganizationwhether voluntary or involuntary, or any assignment for the benefit of creditors, creditors or other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings liabilities of the Company (except in connection with any insolvency the consolidation or bankruptcy proceeding of the Company, all amounts due upon all Senior Indebtedness merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially upon the terms and conditions described in Article 7), the holders of senior indebtedness shall first be paid entitled to receive payment in fullfull in cash or cash equivalents (or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or cash equivalents) of all senior indebtedness, or payment thereof provided provision shall be made for in money in accordance with its termssuch payment, before the Holders will be entitled to receive any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such liquidation, dissolution, winding-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 character (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 than (1) payments made pursuant to the holders of Senior Indebtedness of the Company Pledge Agreement, and (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company2) 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 in the form of Permitted Junior Securities, whether on account of principal of or for Liquidated Damages, if any, or cash interest on 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, Securities); and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than (A) payments made pursuant to the Pledge Agreement or (B) payments or distribution in the form of Permitted Junior Securities), prohibited by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 13 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 in trust for the benefit of and shall be paid over or delivered directly to the holders of such Senior Indebtedness senior indebtedness or their representative or representatives, or representatives ratably according 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, for application to the payment of all Senior Indebtedness aggregate amounts remaining unpaid on account of the Company, as the case may be, remaining unpaid senior indebtedness to the extent necessary to pay such Senior Indebtedness make payment in full in money cash or cash equivalents (or otherwise to the extent holders accept satisfaction of amounts due by settlement in accordance with its termsother than cash or cash equivalents) of all senior indebtedness remaining unpaid, or to have such payment duly provided for, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtednesssenior indebtedness.

Liquidation; Dissolution; Bankruptcy. (a) Upon In the event of (i) 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 to its creditors, as such, or characterto their assets, whether in cashvoluntary or involuntary, property or securities, to creditors upon (ii) any liquidation, dissolution or winding-upother winding up of the Company, reorganizationwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iii) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities of the Company, then and in any such event specified in sub-clause (i), (ii) or (iii) above, the Senior Obligees shall be entitled to receive payment in full in cash (or cash collateralization to the satisfaction in its sole discretion of the relevant Senior Obligee) of all amounts due or to become due on or in respect of all Senior Obligations, including all interest accrued or accruing on the Senior Obligations after, or that would accrue but for, the commencement of any bankruptcy, insolvency, debt restructuring reorganization or similar proceedings case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in connection the instrument evidencing the relevant Senior Obligations, whether or not the claim for such interest is allowed or allowable as a claim in such case or proceeding with any insolvency or bankruptcy proceeding of respect to the Company, all amounts due upon all Senior Indebtedness of the Company shall first be paid Obligations (only such payment constituting “payment in full”) before the Subordinated Lender is entitled to receive any Subordinated Obligations Payment, or payment thereof provided for and 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 liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets, event any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, Subordinated Obligations Payment to which the holders of the Debentures Subordinated Lender or the Trustee any representative thereof would be entitled to receive from the Companyentitled, except but for the provisions of this Article XVISubordination Provisions, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person 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 relevant Administrative Agent or other representative on behalf 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 issuedObligees, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness Obligations in full, in money or money's worth, full 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. (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, 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 IndebtednessObligees.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by Except as otherwise specifically permitted in this Agreement, until the Company or distribution of assets of the Company of any kind or character, whether Senior Debt shall have been finally paid in full in cash, property neither the Collateral Agent nor any Subordinating Creditor shall assert, without the prior written consent of the Agent, any claim, motion, objection or securities, to creditors upon any liquidation, dissolution or winding-up, reorganization, assignment for the benefit argument in respect of creditors, marshaling of assets all or any bankruptcy, insolvency, debt restructuring part of the Senior Debt or similar proceedings the Collateral securing such Senior Debt in such case or proceeding which could otherwise be asserted or raised in connection with any insolvency such case or bankruptcy proceeding by the Collateral Agent or such Subordinating Creditor as a secured creditor of the Borrower. Without limiting the generality of the foregoing, the Collateral Agent and each Subordinating Creditor agrees that it will (i) not object to or oppose (or support any other Person in objecting to or opposing) any sale or other disposition of all or any part of the Collateral free and clear of Liens or other claims of the Collateral Agent and the Subordinating Creditors in respect of the Subordinated Debt or Trustee Claims (subject to the right of the Trustee and the Collateral Agent to receive an amount not exceeding the Trustee Priority Claims out of the Net Proceeds of such sale or other disposition of Collateral) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or any other law applicable to such case or proceeding if the relevant Lenders have consented to such sale or disposition, (ii) not challenge (or support any other Person in challenging) any use of cash collateral or debtor-in-possession financing consented to or provided by any Lender (it being agreed by the Collateral Agent and each Subordinating Creditor that such debtor-in-possession financing shall be on such terms and conditions and in such amounts as such Lenders, in their sole discretion, may decide and, in connection therewith, any Company may grant to such participating Lenders (or any agent or representative thereof) Liens upon all of the Collateral of such Company, all amounts due upon which Liens (A) shall secure payment of all Senior Indebtedness Debt whether such Senior Debt arose prior to the commencement of the Company shall first be paid in full, such case or payment thereof proceeding or at any time thereafter and all other financing 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 liquidation, dissolution, winding-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 Lender during such case 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 proceeding (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 appearprovided that, to the extent necessary that such Liens secure Senior Debt which arose prior to pay the commencement of such Senior Indebtedness Proceeding, such Liens shall also secure the Subordinated Debt and the Trustee Claims, subject to the conditions and terms set forth herein) and (B) shall be superior in fullpriority to the liens and security interests, if any, 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 favor of the Company of any kind or characterCollateral Agent, 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, 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 Holders, and any other Subordinating Creditor on the Collateral of the Borrower on the same terms and conditions as provided herein); provided, however that in connection with any such use of cash collateral or debtor-in-possession financing, the Collateral Agent, for the benefit of the Holders, or such other Subordinating Creditor shall have received as adequate protection of their interests a replacement Lien in post-petition assets of the Borrower which shall be junior and subordinate to all Liens granted pursuant to such consent to use cash collateral or debtor-in-possession financing with the same priorities afforded the Liens granted to the Collateral Agent, for the benefit of the Holders, and the other Subordinating Creditors pursuant to this Agreement, (iii) not assert (or support any other Person in asserting) any right it may have to “adequate protection” of its interest in any Collateral in any case or proceeding, (iv) turn over to the Agent for the pro rata benefit of the Lenders any “adequate protection” of their interest in any Collateral with respect to the Subordinated Debt and Trustee Claims that they receive in any case or Proceeding for application to the Senior IndebtednessDebt owed to the Lenders, and (v) not seek to have the automatic stay of Section 362 of the Bankruptcy Code lifted or modified with respect to any Collateral, to appoint a trustee or examiner under Section 1104 of the Bankruptcy Code or to convert or dismiss (or support any other Person in converting or dismissing) such case or proceeding under Section 1112 of the Bankruptcy Code, in each case without the prior written consent of the Agent; provided, that, in the case of this clause (v), if the Lenders seek such aforementioned relief, the Collateral Agent and the Subordinating Creditors hereby irrevocably consent thereto and shall join in any such motion or application seeking such relief if requested by the Agent. The Trustee, for each Holder, the Collateral Agent, for each Holder, and each other Subordinating Creditor each waives any claim it may now or hereafter have arising out of the election of the Lenders, in any case or proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code in respect of the Subordinated Debt and the Trustee Claims. The Trustee (for each Holder) or the Collateral Agent (for each Holder) and each other Subordinating Creditor shall be permitted to participate on any creditor’s committee; provided, that the Trustee, the Collateral Agent, such Subordinating Creditor or any other Person participating on such creditor’s committee shall not directly or indirectly take any action or vote in any manner that would be in violation of this Agreement or inconsistent with or result in a breach of this Agreement. Other than as explicitly set forth above, the Collateral Agent and each Subordinating Creditor shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Collateral Agent or such Subordinating Creditor, as applicable, including without limitation any claims secured by the Collateral, if any. In addition, the Collateral Agent and each Subordinating Creditor shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Borrower arising under either the Bankruptcy Code or applicable non-bankruptcy law.

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 liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Company, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding other proceedings, the holders of all Senior Debt of the Company, Company will first be entitled to receive payment in full of all amounts due upon all on or in respect of such Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its termsDebt, before any payment is made by the Company on account of the principal of, or premium, if any, or interest or Liquidated Damages, if any, on the DebenturesDebt Securities; and upon any such liquidation, dissolution, winding-up, liquidation or 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 Securityholders or the Indenture 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 Indenture Trustee under this the Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt of the Company (pro rata 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 moneys 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 Indenture 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 Indenture Trustee or any Securityholder 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 by the Indenture Trustee (if the notices required by Section 15.06 have been received by the Indenture Trustee) or by any Securityholder, 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, 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 all 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 IndebtednessDebt. For purposes of this Article XV, 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 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 XV with respect to the Debt Securities to the payment of Senior Debt that may at the time be outstanding; PROVIDED, THAT (i) such Senior Debt is assumed by the new Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior 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 Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article XI of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply with the conditions stated in Article XI of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Indenture Trustee under or pursuant to Section 6.06 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company Issuer or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution or dissolution; winding-up; liquidation or reorganization of the Issuer, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, all amounts principal, premium, if any, and interest due upon or to become due (including any post-petition interest) on all Senior Indebtedness of the Company Issuer 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 Issuer on account of the principal (and premium, if any) or interest on the DebenturesSubordinated Debt Securities; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or reorganization, assignment for the benefit of creditors, marshaling of assets, any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Subordinated Debt Securities or the Trustee would be entitled to receive from the Companyreceive, except for the provisions of this Article XVIFifteen, shall be paid by the Company Issuer 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 Subordinated Debt Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company Issuer (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the CompanyIssuer) 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 Subordinated Debt 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 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, 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.

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 liquidation, dissolution or winding-upup or liquidation or reorganization of the Company, reorganization, assignment for the benefit of creditors, marshaling of assets whether voluntary or any involuntary or in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother 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 Debentures on account of the principal of, premium, if any, or interest on on, or any other amount owing in respect of, the Debentures; and upon any such liquidation, dissolution, dissolution or winding-up, up or liquidation or 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 Holders of the Debentures 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 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 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 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, 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 For purposes of this Article VI, 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 VI with respect to the Debentures to the payment of all Senior Indebtedness 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 distribution to or for readjustment, and (ii) the benefit rights of the holders of such Senior IndebtednessIndebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company 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 Five of the Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 6.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five of the Indenture. Nothing in Section 6.2 or in this Section 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 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 liquidation, dissolution or winding-up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar 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 liquidation, dissolution, winding-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 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 principal of, and premium, if any, and interest due or to become due upon all Senior Indebtedness (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal or interest on the Securities; and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Company, or distribution of substantially all of the assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Debentures Security or the Trustee would be entitled to receive from the Companyentitled, except for the provisions of this Article XVI13, 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 any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such all Senior Indebtedness in fullfull (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) or to provide for such payment 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 Holders of Debentures Securities or to the Trustee. In the event that the Securities are declared due and payable before the Maturity, then all amounts due on all Senior Indebtedness shall have been paid in full (bincluding interest after the commencement of any bankruptcy, insolvency, receivership or other proceeding at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding) before holders of the Securities are entitled to receive or retain any payment. 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 fullfull (including interest after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any such proceeding), 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 any Senior Indebtedness may have been issued, 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 all 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. Any holder of Senior Indebtedness may file any proof of claim or similar instrument on behalf of the Trustee and the Holders if such instrument has not been filed by the date which is 30 days prior to the date specified for filing thereof. For purposes of this Article 13, 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 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 13 with respect to the Securities to the payment of all Senior Indebtedness that may, at the time, be outstanding, provided, however, that (i) the Senior Indebtedness is assumed by the new Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another 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 Person upon the terms and conditions provided for in Article 8 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 8 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof. Nothing in Section 13.2 or in this Section 13.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7.

Liquidation; Dissolution; Bankruptcy. (a) Upon In the event of any payment by insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or distribution of assets of the Company of any kind to its assets, or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution or other winding-upup of the Company, reorganizationwhether voluntary or involuntary, or any assignment for the benefit of creditors, creditors or other marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings liabilities of the Company (except in connection with any insolvency the consolidation or bankruptcy proceeding of the Company, all amounts due upon all Senior Indebtedness merger of the Company shall first be paid or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially upon the terms and conditions described in fullArticle 4), 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 liquidation, dissolution, winding-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 will be entitled to receive payment in full in cash of the Company (pro rata to such holders on the basis of the respective amounts of all 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 provisions shall be made for such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness payment in full, in money or money's worth, after giving effect before the Holders will be entitled to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before receive any payment or distribution is made of any kind or character (other than with respect to payment or distribution in the holders form of Debentures equity securities or to subordinated securities of the Trustee. (b) In the event Company or any successor obligor that, notwithstanding in the foregoingcase of any such subordinated securities, are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to at least the same extent as the Securities are so subordinated (such equity securities or subordinated securities hereinafter being “Permitted Junior Securities”)) on account of principal of, or premium, if any, or interest on the Securities; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than a payment or distribution in the form of Permitted Junior Securities), prohibited by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 13 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 representative or representatives, or representatives ratably according to the trustee or trustees under any indenture pursuant to which any instruments evidencing such aggregate amounts remaining unpaid on account of the Senior Indebtedness may have been issued, 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 make payment in full of all Senior Indebtedness in full in money in accordance with its termsremaining unpaid, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such 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 liquidationtotal or partial dissolution, dissolution or winding-up, reorganization, assignment for the benefit of creditors, creditors or marshaling of assets of the Company, whether voluntary or any involuntary, or in bankruptcy, insolvency, debt restructuring receivership or other similar proceedings in connection with any insolvency relating to the Company or bankruptcy proceeding of the Companyits assets, 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 their respective terms, before any payment is made by the Company on account of the principal of, premium or interest on on, or Additional Amounts, if any, with respect to, the DebenturesSecurities of such series; and upon in any such liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshaling of assetscase, 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 (on behalf of Holders with respect to the principal of, premium or interest on or Additional Amounts, if any, with respect to, the Securities of such Series) 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 having equal seniority 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 ’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 Indebtedness, 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, 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. For purposes of this Article 16, 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 16 with respect to the Securities of the relevant series to the payment of all Senior Indebtedness with respect to the Securities of 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 or amalgamation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 8 of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.03 if such other Person shall, as a part of such consolidation, amalgamation, merger, conveyance or transfer, comply with the conditions stated in Article 8 of this Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company Guarantor or distribution of assets of the Company Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any liquidationdissolution, dissolution or winding-up, reorganizationliquidation or reorganization of the Guarantor, assignment for the benefit of creditorswhether voluntary or involuntary, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, all amounts due upon all Guarantor 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 Guarantor pursuant to the Guarantee on account of the principal of, premium or interest on (including any Additional Interest) on, or Additional Amounts or, if applicable, Additional Sums with respect to, the DebenturesSecurities of such series; and upon any such liquidation, dissolution, winding-up, liquidation or reorganization, assignment for the benefit of creditorsor in any such bankruptcy, marshaling of assetsinsolvency, receivership or other proceeding, any payment by the CompanyGuarantor, or distribution of assets of the Company Guarantor 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 CompanyGuarantor, except for the provisions of this Article XVI18, shall be paid by the Company Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of such Guarantor Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Guarantor 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 Guarantor Senior Indebtedness, before any payment or distribution is made pursuant to the holders Guarantee to the 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 Guarantor pursuant to the Guarantee 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 Guarantor 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 Guarantor Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the CompanyGuarantor, for application to the payment of all such Guarantor Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Guarantor 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 Guarantor Senior Indebtedness. For purposes of this Article 18, the words "cash, property or securities" shall not be deemed to include shares of the Guarantor as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 18 with respect to the Guarantee in respect of any series of Securities to the payment of all Guarantor Senior Indebtedness with respect to the Securities of such series that may at the time be outstanding, provided that (i) such Guarantor 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 Guarantor Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Guarantor with, or the merger of the Guarantor into, another Person or the liquidation or dissolution of the Guarantor following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Sections 8.3 and 8.4 of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 18.3 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Sections 8.3 and 8.4 of this Indenture. Nothing in Section 18.2 or in this Section 18.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.6 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 liquidation, dissolution or winding-upwinding up or liquidation or reorganization of the Company, reorganizationwhether voluntary or involuntary, assignment for the benefit of creditors, marshaling of assets or any in bankruptcy, insolvency, debt restructuring receivership or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Companyother proceedings, all amounts due upon principal of, premium, if any, and interest on, and all other Obligations relating to, all Senior Indebtedness of the Company Debt shall first be paid in fullfull in cash, 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 principal, premium, if any, and interest on on, and all other Obligations relating to the DebenturesSecurities; and upon any such liquidation, dissolution, winding-up, dissolution or winding up or liquidation or reorganization, assignment for the benefit of creditors, marshaling of assets, any payment by the Company, or distribution of 81 76 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 worthcash, 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, as 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 holders of such Senior Debt. In the event of the acceleration of the maturity of the Securities, the Holders of all Senior Debt outstanding at the time of such acceleration will first be entitled to receive payment in full in cash of all amounts due thereon (including any amounts due upon acceleration and all Obligations relating thereto) before the holders of the Securities will be entitled to receive or retain any payment in respect of the principal or interest, if any, on the Securities. 82 77 For purposes of this Article XII, 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 XII with respect to the Securities to the payment of all Senior Debt which may at the time be outstanding; provided that (i) such Senior 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 IndebtednessDebt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all its properties and assets on a consolidated basis to another Person upon the terms and conditions provided for in Article VIII hereof shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 12.03 if such other Person shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article VIII hereof. Nothing in Section 12.02 or in this Section 12.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07 hereof.