Common use of Liquidation; Dissolution; Bankruptcy Clause in Contracts

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in accordance with its terms, before any payment is made on account of the principal of, premium, if any, or interest on the indebtedness evidenced by the Debentures, and upon any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Debentureholders or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14, 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 Debentureholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in any such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt is paid in full or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06.

Liquidation; Dissolution; Bankruptcy. Upon any payment by the Company any Guarantor or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding winding-up, receivershipliquidation or reorganization of any Guarantor, reorganizationwhether voluntary or involuntary, assignment for the benefit of creditors, marshaling of assets and liabilities or any in bankruptcy, insolvency insolvency, receivership or similar proceedings of the Companyother proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, in cash or cash equivalents, 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 such Guarantor on account of the principal of, premium, if any, or interest any Note Guarantee on the indebtedness evidenced by the Debentures, Guaranteed Notes; and upon any such liquidation, dissolution, winding winding-up, receivership, liquidation or reorganization, assignmentor in any such bankruptcy, marshaling insolvency, receivership or other proceeding, any payment by any Guarantor, or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, to which the Debentureholders Holders of the Guaranteed Notes or the Trustee under this Indenture would be entitledentitled to receive from such Guarantor, except for the provisions of this Article 14Seventeen, shall be paid by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distributiondistribution to the extent not already paid (including to the Trustee pursuant to the following paragraph), or by the Debentureholders Holders of the Guaranteed Notes or by the Trustee under this Indenture if received by them or it, directly to the holders Holders of such Senior Debt Indebtedness (pro rata to such holders Holders on the basis of the respective amounts of such Senior Debt Indebtedness held by such holdersHolders, as calculated by the Guarantor) or their respective representative or representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders Holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Guaranteed Notes or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoingforegoing is made and, shall be received by concurrently therewith, the Trustee under this Indenture or shall have received an amount in cash from the holders of Guarantors equal to the Debentures Guaranteed Amount before all such Senior Debt Indebtedness 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 Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Guarantor, for application to the payment of all such Senior Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders benefit of the Holders of such Senior DebtIndebtedness. For purposes of this Article 14Seventeen, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company any Guarantor as reorganized or readjusted, or securities of the Company any Guarantor or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 14 Seventeen with respect to the Debentures) Guaranteed Notes 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 10 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 Indebtedness with the conditions stated in Article 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject respect to the further provisions of Section 14.06Guaranteed Notes.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness 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 or distribution is made by the Company to the Holders of the Notes on account of the principal of, premium, if any, or interest on on, or any other amount owing in respect of, the indebtedness evidenced by the Debentures, Notes; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Holders of the Notes or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14VI, 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 Debentureholders Holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Notes or to the Trustee under this IndentureTrustee. 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 Holders of the Debentures Notes before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14VI, 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 14 VI with respect to the Debentures) Notes to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 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 Person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10Five of the Indenture. Nothing in Section 14.02 6.2 or in this Section 14.03 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to 7.07 of the further provisions of Section 14.06Indenture.

Liquidation; Dissolution; Bankruptcy. 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, dissolution winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities liquidation or any bankruptcy, insolvency or similar proceedings reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts (including principal, premium, if any, and interest) due or to become due upon all Senior Debt Indebtedness 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 on account of the principal of, (and premium, if any, ) or interest (including any Additional Payments) or Additional Redemption Distributions on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, dissolution winding up, receivership, liquidation or reorganization, assignment, marshaling or 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 Debentureholders Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14Twelve, 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 Debentureholders Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Securities or to the Trustee under this IndentureTrustee. 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 Holders of the Debentures Securities before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt 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 Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. For purposes of this Article 14Twelve, 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 14 Twelve with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; providedPROVIDED, that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, all or substantially as an entirety, all its properties and assets on a consolidated basis to another corporation Person upon the terms and conditions provided for in Article 10 Eight hereof shall not be deemed a dissolution, winding-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 conveyance, transfer or transferlease, comply with the conditions stated in Article 10Eight hereof. Nothing in Section 14.02 1202 or in this Section 14.03 1203 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06607 hereof.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, all amounts due whether voluntary or to become due upon involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Debt Indebtedness of the Company 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, (and premium, if any, ) or interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XV, 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 Debentureholders Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until to the extent necessary to pay all such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14XV, 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 14 XV with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 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, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article 10X of this Indenture. Nothing in Section 14.02 15.02 or in this Section 14.03 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 6.06 of Section 14.06this 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings in connection with any insolvency or bankruptcy proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal of, premium, if any, or interest on the indebtedness evidenced by the Debentures, ; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders holders of the Debentures or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XVI, 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 Debentureholders holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings), after giving effect to any concurrent payment money or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt is paid in full or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its termsmoney's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article 14Indebtedness, the words "cash, property before any payment or securities" shall not be deemed distribution is made 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 14 with respect to the Debentures) 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 Debentures 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06Trustee.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in accordance with its terms, before any payment is made on account of the principal of, premium, if any, or interest on the indebtedness evidenced by the Debentures, and upon any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Debentureholders or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14, 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 Debentureholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in any such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt is paid in full or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) to the payment of all Senior Debt which may at the time be outstanding; providedPROVIDED, 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06.

Liquidation; Dissolution; Bankruptcy. 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, dissolution or winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities up or any bankruptcy, insolvency liquidation or similar proceedings reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts (including principal, premium, if any, and interest) due or to become due upon all Senior 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 on account of the principal of, (and premium, if any, ) or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, dissolution or winding up, receivership, up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14XII, 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 Debentureholders Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Securities or to the Trustee under this IndentureTrustee. 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 under this Indenture or the holders Holders of the Debentures Securities before all Senior Debt is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior 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 Debt remaining unpaid until all to the extent necessary to pay such Senior 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 holders of such Senior Debt. For purposes of this Article 14XII, the words words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 14 XII with respect to the Debentures) Securities to the payment of all Senior Debt which may at the time be outstanding; provided, PROVIDED that (i) the such 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 such 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 with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, all or substantially as an entirety, all its properties and assets on a consolidated basis to another corporation Person upon the terms and conditions provided for in Article 10 VIII hereof shall not be deemed a dissolution, winding-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 conveyance, transfer or transferlease, comply with the conditions stated in Article 10VIII hereof. Nothing in Section 14.02 12.02 or in this Section 14.03 12.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.066.07 hereof.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon (i) any dissolution or winding-up 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, liquidation, dissolutionreorganization or other similar case or proceeding in connection therewith, winding uprelative to the Company or to its assets, receivership, reorganization, (iii) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, all amounts due obligations due, or to become due upon all due, in respect of Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) shall first indefeasibly be paid in full, or provision shall have been made for such payment, in cash, cash equivalents or cash equivalents, or payment thereof provided for otherwise in accordance with its termsa manner satisfactory to the holders of Senior Debt, before any payment is made on account of the principal of, premium, if any, of or interest on the indebtedness evidenced by the Debentures, and upon Securities. Upon any such liquidation, dissolution, winding winding-up, receivership, liquidation or reorganization, assignment, marshaling or proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Debentureholders Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14hereof, 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 Debentureholders Holders of the Securities or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Senior Debt (in order of priority, and when of equal priority, pro rata to such holders of equal priority on the basis of the respective amounts of Senior Debt held by such holders) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in any such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt is paid in full or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt has been indefeasibly paid in full, or provisions shall have been paid made for such payment, in full cash, cash equivalents or otherwise in accordance with its termsa 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 Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06.

Liquidation; Dissolution; Bankruptcy. Upon any payment by the Company or the Guarantor or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding winding-up, receivershipliquidation or reorganization of the Company or the Guarantor, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities whether voluntary or any involuntary or in bankruptcy, insolvency insolvency, receivership or similar proceedings of the Companyother proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company or the Guarantor, as the case may be, shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in money in accordance with its their terms, before any payment is made by the Company or the Guarantor, as the case may be, on account of the principal of, (and premium, if any, ) or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or proceeding, any payment by the Company or the Guarantor, or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, to which the Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Company or the Guarantor, as the case may be, except for under the provisions of this Article 14XV, shall be paid by the Company or the Guarantor, as the case may be, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Debentureholders Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company or the Guarantor, as the case may be (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company or the Guarantor, as the case may be) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness of the Company or the Guarantor is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as and their respective interests may appear, as calculated by the Company or the Guarantor, for application to the payment of all Senior Debt Indebtedness of the Company or the Guarantor, as the case may be, remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company or the Guarantor as reorganized or readjusted, or securities of the Company or the Guarantor or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 14 XV with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness of the Company or the Guarantor, as the case may be, that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company or the Guarantor with, or the merger of the Company or the Guarantor into, another corporation or the liquidation or dissolution of the Company or the Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 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 corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10X of this Indenture. Nothing in Section 14.02 15.02 or in this Section 14.03 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 6.06 of Section 14.06this Indenture.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company 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 on account of by the principal of, premium, if any, or interest Company on the indebtedness evidenced by the Debentures, Debt Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders or the Trustee under this Indenture Securityholders would be entitledentitled to receive from the Company, except for the provisions of this Article 14VI, 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 Debentureholders or by the Trustee Securityholders under this Indenture Securityholders Agreement if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this IndentureSecurityholders. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures any Securityholder before all Senior Debt Indebtedness of the Company is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness of the Company remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14VI, 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 14 VI with respect to the Debentures) Debt Securities to the payment of all Senior Debt which Indebtedness of the Company, that may at the time be outstanding; , provided, that (ia) the such Senior Debt Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (iib) the rights of the holders of the such Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 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 Person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10. Nothing in Section 14.02 or XI of this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06Securityholders Agreement.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness 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 or distribution is made by the Company to the Holders of the Notes on account of the principal of, premium, if any, interest on, or interest on any other amount owing in respect of, the indebtedness evidenced by the Debentures, Notes; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Holders of the Notes or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14VI, 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 Debentureholders Holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Notes or to the Trustee under this IndentureTrustee. 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 Holders of the Debentures Notes before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14VI, 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 14 VI with respect to the Debentures) Notes to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 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 Person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10Five of the Indenture. Nothing in Section 14.02 6.2 or in this Section 14.03 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to 7.07 of the further provisions of Section 14.06Indenture.

Liquidation; Dissolution; Bankruptcy. 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 the Company’s liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of its creditors, marshaling of its assets and liabilities or any bankruptcy, insolvency insolvency, debt restructuring or similar proceedings of in connection with any insolvency or bankruptcy proceeding involving the Company, all amounts due or to become due upon all Senior Debt Indebtedness of the Company 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, of or interest (including contingent interest) on the indebtedness evidenced by Debentures or any other amounts which may be due on the Debentures, Debentures pursuant to the terms hereof or otherwise; and upon any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or proceedingevent, 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 Debentureholders Holders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14V, 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 Debentureholders Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Holders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or charactercharacter prohibited by the foregoing and at a time when a Responsible Officer of the Trustee or such Holder has actual knowledge that such payment should not have been made to it, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until to the extent necessary to pay all such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14V, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation company provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 14 V with respect to the Debentures) Debentures to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness is assumed by the new corporationcompany, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the such Senior Debt Indebtedness 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 Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 5 of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.03 if such other Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article 105 of the Base Indenture. Nothing in Section 14.02 5.02 or in this Section 14.03 5.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to 7.07 of the further provisions of Section 14.06Base Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of either of the Company Issuers of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, total or partial dissolution, winding winding-up, receivershipliquidation or reorganization of such Issuer, reorganizationwhether voluntary or involuntary, assignment for the benefit of creditorscreditors or marshalling of such Issuer's assets, marshaling of assets and liabilities or any in bankruptcy, insolvency insolvency, receivership or other similar proceedings of the Companyproceedings, whether voluntary or involuntary, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in accordance with its terms, before any payment is made on account of the principal ofprincipal, premium, if any, and interest due or interest on to become due to all Senior Indebtedness of such Issuer shall first be paid in full in cash, or such payment duly provided for to the indebtedness evidenced by satisfaction of the Debenturesholders of the Senior Indebtedness, before the Holders are entitled to receive or retain any payment; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or proceeding, any payment by such Issuer, or distribution of assets of the Company such Issuer of any kind or character, character whether in cash, property or securities, to which the Debentureholders Holders or the Trustee under this Indenture would be entitledentitled to receive from such Issuer, except for the provisions of this Article 14article, 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 Debentureholders Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to Indebtedness of such holders on the basis of the respective amounts of Senior Debt held by such holders) Issuer or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by such Issuer, to the extent necessary to pay all such Senior Debt Indebtedness in full (includingin cash, without limitation, except or such payment duly provided for to the extent, if any, prohibited by mandatory provisions satisfaction of law, post-petition interest, in any such proceedings)the holders of the Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Holders or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt is paid in full or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06Trustee.

Liquidation; Dissolution; Bankruptcy. 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 or winding-up or liquidation or reorganization of the Company, dissolutionwhether voluntary or involuntary or in bankruptcy, winding upinsolvency, receivership, reorganizationgeneral assignment, assignment marshaling of any assets or liabilities for the benefit of creditors, marshaling of assets and liabilities creditors or any bankruptcy, insolvency or similar proceedings of the Companyother proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company 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 ofprincipal, and premium, if any, or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders holders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14Fifteen, 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 Debentureholders holders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness of the Company is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt 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 Debt Indebtedness of the Company, as the case may be, remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14Fifteen, 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 14 Fifteen with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness of the Company, as the case may be, that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 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 corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10Ten of this Indenture. Nothing in Section 14.02 15.02 or in this Section 14.03 15.03 shall apply to claims of, or payments topayments, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 7.06 of Section 14.06this 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, total or partial dissolution, winding winding-up, receivershipliquidation or reorganization of the Company, reorganizationwhether voluntary or involuntary, assignment for the benefit of creditors, marshaling of assets and liabilities creditors or any bankruptcy, insolvency or similar proceedings marshalling of the Company’s assets, or in bankruptcy, insolvency, receivership or other similar proceedings relating to the Company or its assets, whether voluntary or involuntary, all principal, premium, if any, and interest and all other amounts due or to become due upon regarding all Senior Debt Indebtedness of the Company shall first be paid in full, full in cash or cash equivalentscash, or such payment thereof duly provided for in accordance with its termsto the satisfaction of the holders of the Senior Indebtedness, before any payment or distribution of any kind or character is made on account of the any principal of, of (premium, if any), Interest on or other amounts owing in respect of the Notes, or interest on for the indebtedness evidenced by acquisition of any of the DebenturesNotes for cash, property or otherwise; and upon any such liquidation, dissolution, winding winding-up, receivership, liquidation or reorganization, assignment, marshaling or proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, character whether in cash, property or securities, to which the Debentureholders Holders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14Article, 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 Debentureholders Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis Indebtedness of the respective amounts of Senior Debt held by such holders) Company or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, to the extent necessary to pay all such Senior Debt Indebtedness in full (includingin cash, without limitation, except or to cause such payment to be duly provided for to the extent, if any, prohibited by mandatory provisions satisfaction of law, post-petition interest, in any such proceedings)the holders of the Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Holders or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt is paid in full or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06.Trustee;

Liquidation; Dissolution; Bankruptcy. 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 or winding-up or liquidation or reorganization of the Company, dissolutionwhether voluntary or involuntary or in bankruptcy, winding upinsolvency, receivership, reorganizationgeneral assignment, assignment marshaling of any assets or liabilities for the benefit of creditors, marshaling of assets and liabilities creditors or any bankruptcy, insolvency or similar proceedings of the Companyother proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company 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 ofprincipal, and premium, if any, or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders holders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XV, 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 Debentureholders holders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness of the Company is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt 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 Debt Indebtedness of the Company, as the case may be, remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14XV, 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 14 XV with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness of the Company, as the case may be, that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 51 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 10 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 corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10X of this Indenture. Nothing in Section 14.02 15.02 or in this Section 14.03 15.03 shall apply to claims of, or payments topayments, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 7.06 of Section 14.06this Indenture.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, all amounts due whether voluntary or to become due upon involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Debt and Subordinated Indebtedness of the Company 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, premiumor interest (including Compounded Interest and Additional Sums, if any, or interest ) on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XV, 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 Debentureholders Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt and Subordinated Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of --- ---- Senior Debt and Subordinated Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt and Subordinated Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt and Subordinated Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debtand Subordinated Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt and Subordinated Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt and Subordinated Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt 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 Debt and Subordinated Indebtedness remaining unpaid until to the extent necessary to pay all such Senior Debt shall have been paid 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 Debtand Subordinated Indebtedness. For purposes of this Article 14XV, 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 14 XV with respect to the Debentures) Securities to the payment of all Senior Debt which and Subordinated Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt and Subordinated Indebtedness 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 such Senior Debt and Subordinated Indebtedness 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 Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 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, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article 10X of this Indenture. Nothing in Section 14.02 15.02 or in this Section 14.03 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 6.06 of Section 14.06this Indenture.

Liquidation; Dissolution; Bankruptcy. Upon any payment by the Company any Guarantor or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding winding-up, receivershipliquidation or reorganization of any Guarantor, reorganizationwhether voluntary or involuntary, assignment for the benefit of creditors, marshaling of assets and liabilities or any in bankruptcy, insolvency insolvency, receivership or similar proceedings of the Companyother proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, in cash or cash equivalents, 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 such Guarantor on account of the principal of, premium, if any, or interest any Note Guarantee on the indebtedness evidenced by the Debentures, Guaranteed Notes; and upon any such liquidation, dissolution, winding winding-up, receivership, liquidation or reorganization, assignmentor in any such bankruptcy, marshaling insolvency, receivership or other proceeding, any payment by any Guarantor, or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, to which the Debentureholders holders of the Guaranteed Notes or the Trustee under this Indenture would be entitledentitled to receive from such Guarantor, except for the provisions of this Article 14Seventeen, shall be paid by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distributiondistribution to the extent not already paid (including to the Trustee pursuant to the following paragraph), or by the Debentureholders holders of the Guaranteed Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of such Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of such Senior Debt Indebtedness held by such holders, as calculated by the Guarantor) or their respective representative or representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Guaranteed Notes or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoingforegoing is made and, shall be received by concurrently therewith, the Trustee under this Indenture or shall have received an amount in cash from the holders of Guarantors equal to the Debentures Guaranteed Amount before all such Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Guarantor, for application to the payment of all such Senior Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14Seventeen, the words "“cash, property or securities" ” shall not be deemed to include shares of stock of the Company any Guarantor as reorganized or readjusted, or securities of the Company any Guarantor or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 14 Seventeen with respect to the Debentures) Guaranteed Notes 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 10 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 Indebtedness with the conditions stated in Article 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject respect to the further provisions of Section 14.06Guaranteed Notes.

Liquidation; Dissolution; Bankruptcy. 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 liquidation, dissolution, winding winding-up, receivershipliquidation or reorganization of the Guarantor, reorganizationwhether voluntary or involuntary, assignment for the benefit of creditors, marshaling of assets and liabilities or any in bankruptcy, insolvency insolvency, receivership or similar proceedings of the Companyother proceedings, all amounts due or to become due upon all Guarantor Senior Debt Indebtedness with respect to the Securities of any series 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 Guarantor pursuant to the Guarantee on account of the principal of, premiumpremium or interest (including any Additional Interest) on, or Additional Amounts or, if anyapplicable, or interest on Additional Sums with respect to, the indebtedness evidenced by the Debentures, Securities of such series; and upon any such liquidation, dissolution, winding winding-up, receivership, liquidation or reorganization, assignmentor in any such bankruptcy, marshaling insolvency, receivership or other proceeding, any payment by the Guarantor, or distribution of assets of the Company Guarantor of any kind or character, whether in cash, property or securities, to which the Debentureholders Holders or the Trustee under this Indenture would 105 be entitledentitled to receive from the Guarantor, except for the provisions of this Article 1418, 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 Debentureholders Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of such Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt Indebtedness held by such holders, as calculated by the Guarantor) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior DebtIndebtedness, before any payment or distribution is made pursuant to the holders Guarantee to the Holders of the indebtedness evidenced by the Debentures Securities of such series or to the Trustee under this IndentureTrustee. 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 under this Indenture or the holders of the Debentures before all such Guarantor Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Guarantor Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Guarantor, for application to the payment of all such Guarantor Senior Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Guarantor Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 1418, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company Guarantor as reorganized or readjusted, or securities of the Company Guarantor 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 14 18 with respect to the Debentures) Guarantee in respect of any series of Securities to the payment of all Guarantor Senior Debt which Indebtedness with respect to the Securities of such series that may at the time be outstanding; provided, provided that (i) the such Guarantor Senior Debt Indebtedness 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 such Guarantor Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another corporation Person or the liquidation or dissolution of the Company Guarantor following the conveyance conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 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 Article 10Sections 8.3 and 8.4 of this 106 Indenture. Nothing in Section 14.02 18.2 or in this Section 14.03 18.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 6.6 of Section 14.06this Indenture.

Liquidation; Dissolution; Bankruptcy. 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 or winding-up or liquidation or reorganization of the Company, dissolutionwhether voluntary or involuntary or in bankruptcy, winding upinsolvency, receivership, reorganizationgeneral assignment, assignment marshaling of any assets or liabilities for the benefit of creditors, marshaling of assets and liabilities creditors or any bankruptcy, insolvency or similar proceedings of the Companyother proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company 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 ofprincipal, and premium, if any, or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders holders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14Fifteen, 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 Debentureholders holders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness of the Company is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt 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 Debt Indebtedness of the Company, as the case may be, remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14Fifteen, 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 14 Fifteen with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness of the Company, as the case may be, that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 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 corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10Ten of this Indenture. Nothing in Section 14.02 15.02 or in this Section 14.03 15.03 shall apply to claims of, or payments topayments, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 7.06 of Section 14.06this Indenture.

Liquidation; Dissolution; Bankruptcy. 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, winding winding-up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities liquidation or any bankruptcy, insolvency or similar proceedings reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness with respect to the Securities of any series 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, premiumand premium or interest, if any, or interest on on, the indebtedness evidenced by the Debentures, Securities of such series; and upon any such liquidation, dissolution, winding winding-up, receivership, liquidation or reorganization, assignmentor in any such bankruptcy, marshaling insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Debentureholders Holders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 1416, 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 Debentureholders Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of such Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of such Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Securities of such series or to the Trustee under this IndentureTrustee. 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 under this Indenture or the holders of the Debentures before all such Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt 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 Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 1416, 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 14 16 with respect to the Debentures) Securities of the relevant series to the payment of all Senior Debt which Indebtedness with respect to the Securities of such series that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 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 Article 10Sections 8.1 and 8.2 of this Indenture. Nothing in Section 14.02 16.2 or in this Section 14.03 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 6.6 of Section 14.06this Indenture.

Liquidation; Dissolution; Bankruptcy. 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, dissolution winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities liquidation or any bankruptcy, insolvency or similar proceedings reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts (including principal, premium, if any, and interest) due or to become due upon all Senior Debt Indebtedness 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 on account of the principal of, (and premium, if any, ) or interest (including any Additional Payments) or Additional Redemption Distributions on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, dissolution winding up, receivership, liquidation or reorganization, assignment, marshaling or 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 Debentureholders Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14Twelve, 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 Debentureholders Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Securities or to the Trustee under this IndentureTrustee. 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 Holders of the Debentures Securities before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt 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 Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. For purposes of this Article 14Twelve, 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 14 Twelve with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; providedPROVIDED, that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, all or substantially as an entirety, all its properties and assets on a consolidated basis to another corporation Person upon the terms and conditions provided for in Article 10 Eight hereof shall not be deemed a dissolution, winding-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 conveyance, transfer or transferlease, comply with the conditions stated in Article 10Eight hereof. Nothing in Section 14.02 1202 or in this Section 14.03 1203 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided thereinSection 607 hereof. This Section shall be subject to the further provisions of Section 14.06.54

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon (i) any dissolution or winding-up 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, liquidation, dissolutionreorganization or other similar case or proceeding in connection therewith, winding uprelative to the Company or to its assets, receivership, reorganization, (iii) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, all amounts due obligations due, or to become due upon all due, in respect of Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) shall first indefeasibly be paid in full, or provision shall have been made for such payment, in cash, cash equivalents or cash equivalents, or payment thereof provided for otherwise in accordance with its termsa manner satisfactory to the holders of Senior Debt, before any payment is made on account of the principal of, premium, if any, of or interest on the indebtedness evidenced by Securities, except that Holders may receive securities that are subordinated to at least the Debentures, 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 winding-up, receivership, liquidation or reorganization, assignment, marshaling or proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Debentureholders Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14hereof, 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 Debentureholders Holders of the Securities or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Senior Debt (in order of priority, and when of equal priority, pro rata to such holders of equal priority on the basis of the respective amounts of Senior Debt held by such holders) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in any such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt is paid in full or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt has been indefeasibly paid in full, or provisions shall have been paid made for such payment, in full cash, cash equivalents or otherwise in accordance with its termsa 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 Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06.

Liquidation; Dissolution; Bankruptcy. 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, dissolution or winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities up or any bankruptcy, insolvency liquidation or similar proceedings reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts (including principal, premium, if any, and interest) due or to become due upon all Senior Debt Indebtedness 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 on account of the principal of, (and premium, if any, ) or interest (including Additional Payments) on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, dissolution or winding up, receivership, up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14Twelve, 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 Debentureholders Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Securities or to the Trustee under this IndentureTrustee. 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 Holders of the Debentures Securities before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt 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 Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. For purposes of this Article 14Twelve, the words words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 14 Twelve with respect to the Debentures) Securities to the payment of all Senior Debt Indebtedness which may at the time be outstanding; provided, that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, all or substantially as an entirety, all its properties and assets on a consolidated basis to another corporation Person upon the terms and conditions provided for in Article 10 Eight hereof shall not be deemed a dissolution, winding-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 conveyance, transfer or transferlease, comply with the conditions stated in Article 10Eight hereof. Nothing in Section 14.02 1202 or in this Section 14.03 1203 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06607 hereof.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt of the Company 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, of or interest on the indebtedness evidenced by the Debentures, Subordinated Note; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders or holder of the Trustee under this Indenture Subordinated Note would be entitled, entitled to receive from the Company except for the provisions of this Article 14III, 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 Debentureholders or by the Trustee under this Indenture such holder if received by them or it, directly to the holders of Senior Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their respective representatives, representative or to the representatives or a trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt, before any payment or distribution is made to the holders holder of the indebtedness evidenced by the Debentures or to the Trustee under this IndentureSubordinated Note. 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 holder of the Debentures Subordinated Note before all Senior Debt of the Company is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall shall, subject to Section 3.05, be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt or their respective representatives, representative or to the representatives or a trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt of the Company, as the case may be, remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Debt. For purposes of this Article 14III, the words "cashCASH, property or securitiesPROPERTY OR SECURITIES" shall not be deemed to include shares of stock equity securities 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 in right of payment to all Debt of the Company to substantially the same extent as, or to a greater extent than, the Subordinated Note is so subordinated as provided in this Article 14 with respect to the Debentures) 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 readjustmentIII. 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 10 Section 5.04 of this Agreement shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 3.03 if such other Person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10. Nothing in Section 14.02 or 5.04 of this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06Agreement.

Liquidation; Dissolution; Bankruptcy. 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, winding winding-up, receivershipliquidation, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Company, all amounts due or to become due upon all Senior Debt shall Indebtedness of the Company must 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, (and premium, if any, ) or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XV, 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 Debentureholders Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until to the extent necessary to pay all such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14XV, 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 14 XV with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 X 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 Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article 10. Nothing in Section 14.02 or X of this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06Indenture.

Liquidation; Dissolution; Bankruptcy. 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, winding winding-up, receivershipliquidation, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Company, all amounts due or to become due upon all Senior Debt shall Indebtedness of the Company must 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 ofprincipal, premium, if any, Redemption Price or interest on the indebtedness evidenced by the Debentures, ; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XV, 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 Debentureholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Debentureholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until to the extent necessary to pay all such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14XV, 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 14 XV with respect to the Debentures) Debentures to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 X 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 Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article 10. Nothing in Section 14.02 or X of this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06Indenture.

Liquidation; Dissolution; Bankruptcy. Upon any payment by the Company or the Guarantor or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding winding-up, receivershipliquidation or reorganization of the Company or the Guarantor, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities whether voluntary or any involuntary or in bankruptcy, insolvency insolvency, receivership or similar proceedings of the Companyother proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company or the Guarantor, as the case may be, shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in money in accordance with its their terms, before any payment is made by the Company or the Guarantor, as the case may be, on account of the principal of, (and premium, if any, ) or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or proceeding, any payment by the Company or the Guarantor, or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, to which the Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Company or the Guarantor, as the case may be, except for under the provisions of this Article 14Sixteen, shall be paid by the Company or the Guarantor, as the case may be, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Debentureholders Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company or the Guarantor, as the case may be (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company or the Guarantor, as the case may be) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company or the Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness of the Company or the Guarantor is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as and their respective interests may appear, as calculated by the Company or the Guarantor, for application to the payment of all Senior Debt Indebtedness of the Company or the Guarantor, as the case may be, remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14Sixteen, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company or the Guarantor as reorganized or readjusted, or securities of the Company or the Guarantor or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 14 Sixteen with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness of the Company or the Guarantor, as the case may be, that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company or the Guarantor with, or the merger of the Company or the Guarantor into, another corporation or the liquidation or dissolution of the Company or the Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 Nine of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1603 if such other Person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10Nine of this Indenture. Nothing in Section 14.02 1602 or in this Section 14.03 1603 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 707 of Section 14.06this Indenture.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, all amounts due whether voluntary or to become due upon involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Debt Indebtedness of the Company 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, (and premium, if any, ) or interest (including Additional Sums and Compounded Interest, if any) and Liquidated Damages, if any, on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XV, 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 Debentureholders Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until to the extent necessary to pay all such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14XV, 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 14 XV with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 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, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article 10X of this Indenture. Nothing in Section 14.02 15.02 or in this Section 14.03 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 6.06 of Section 14.06this Indenture.

Liquidation; Dissolution; Bankruptcy. 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 or winding-up or liquidation or reorganization of the Company, dissolutionwhether voluntary or involuntary or in bankruptcy, winding upinsolvency, receivership, reorganizationgeneral assignment, assignment marshaling of any assets or liabilities for the benefit of creditors, marshaling of assets and liabilities creditors or any bankruptcy, insolvency or similar proceedings of the Companyother proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company 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 ofprincipal, and premium, if any, or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders holders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14Fifteen, 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 Debentureholders holders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this IndentureTrustee. 66 In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness of the Company is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt 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 Debt Indebtedness of the Company, as the case may be, remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14Fifteen, 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 14 Fifteen with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness of the Company, as the case may be, that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 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 corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10Ten of this Indenture. Nothing in Section 14.02 15.02 or in this Section 14.03 15.03 shall apply to claims of, or payments topayments, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 7.06 of Section 14.06this Indenture.

Liquidation; Dissolution; Bankruptcy. Upon In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any payment by part of the Company or distribution of assets of the Company of any kind Corporation, or character, whether in cash, property or securitiesthe proceeds thereof, to creditors upon or any proposal by the Corporation to creditors for a readjustment, reamortization or restructuring of the Senior Debt or the Principal Debt, or other readjustment of any of the indebtedness or liabilities of the Corporation, whether by reason of liquidation, dissolutionbankruptcy, winding uparrangement, receivership, reorganization, assignment for the benefit of creditors, marshaling marshalling of the assets and or liabilities of the Corporation or any bankruptcy, insolvency other action or similar proceedings proceeding involving the readjustment of all or any part of the Company, all amounts due or to become due upon all Senior Debt or the Principal Debt, or the application of the assets of the Corporation to the payment of liquidation thereof, or upon the dissolution or other winding-up of the business of the Corporation, or upon the sale of all or substantially all of the business of the Corporation, Greenfield shall first be paid entitled to receive payment in full, full in cash of the Senior Debt (including interest accruing to the date of receipt of such payment at the rate applicable to the relevant part of the Senior Debt, whether or not allowed as a claim in any such proceeding) before the Principals are entitled to receive any direct or indirect payment or distribution of any cash equivalents, or payment thereof provided for in accordance with its terms, before any payment is made other assets of the Corporation on account of the principal ofPrincipal Debt and, premiumto that end, if anyGreenfield shall be entitled to receive directly, or interest on the indebtedness evidenced by the Debentures, and upon any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or proceeding, any for application in payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Debentureholders or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14, 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 Debentureholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in any such proceedings), cash after giving effect to any substantially concurrent payment or distribution to or for Greenfield in respect of the holders of Senior Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing), any payment or distribution of assets of the Company of any kind or character, whether in cashcash or other assets, property or securities, prohibited by the foregoing, which shall be received by the Trustee under this Indenture payable or the holders of the Debentures before all Senior Debt is paid in full deliverable upon or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) to Principal Debt. To the extent any payment of all Senior Debt which may at (whether by or on behalf of the time Corporation, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be outstanding; providedfraudulent or preferential, that (i) set aside or required to be paid to a trustee, receiver, receiver and manager or other similar person under any bankruptcy, insolvency, receivership or similar law or proceeding, then if such payment is recoverable by, or paid over to, such trustee, receiver, receiver and manager or other person, 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, part thereof originally intended to another corporation upon the terms and conditions provided in Article 10 be satisfied shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section to be reinstated and outstanding as if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06payment had not occurred.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, all amounts due whether voluntary or to become due upon involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Debt and Subordinated Indebtedness of the Company 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, premiumor interest (including Compounded Interest and Additional Sums, if any, or interest ) on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XV, 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 Debentureholders Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt and Subordinated Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt and Subordinated Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt and Subordinated Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt and Subordinated Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debtand Subordinated Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt and Subordinated Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt and Subordinated Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt 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 Debt and Subordinated Indebtedness remaining unpaid until to the extent necessary to pay all such Senior Debt shall have been paid 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 Debtand Subordinated Indebtedness. For purposes of this Article 14XV, 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 14 XV with respect to the Debentures) Securities to the payment of all Senior Debt which and Subordinated Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt and Subordinated Indebtedness 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 such Senior Debt and Subordinated Indebtedness 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 Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 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, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article 10X of this Indenture. Nothing in Section 14.02 15.02 or in this Section 14.03 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 6.06 of Section 14.06this 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 or winding-up or liquidation or reorganization of the Company, dissolutionwhether voluntary or involuntary or in bankruptcy, winding upinsolvency, receivership, reorganizationgeneral assignment, assignment marshaling of any assets or liabilities for the benefit of creditors, marshaling of assets and liabilities creditors or any bankruptcy, insolvency or similar proceedings of the Companyother proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company 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 ofprincipal, and premium, if any, or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders holders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 1411, 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 Debentureholders holders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings), after giving effect to any concurrent payment money or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt is paid in full or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its termsmoney’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article 14Indebtedness, the words "cash, property before any payment 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 distribution is subordinated (at least made to the extent provided in this Article 14 with respect holders or to the Debentures) 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06Trustee.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness 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 or distribution is made by the Company to the Holders of the Notes on account of the principal of, premium, if any, interest on, or interest on any other amount owing in respect of, the indebtedness evidenced by the Debentures, Notes; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Holders of the Notes or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14Five, 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 Debentureholders Holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Notes or to the Trustee under this IndentureTrustee. 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 Holders of the Debentures Notes before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14Five, 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 14 Five with respect to the Debentures) Notes to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; , provided, however, that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 14 18 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 10 Eight of the Original Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 503 if such other Person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10Eight of the Indenture. Nothing in Section 14.02 502 hereof or in this Section 14.03 503 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to 607 of the further provisions of Section 14.06Original Indenture.

Liquidation; Dissolution; Bankruptcy. 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, winding winding-up, receivershipliquidation, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Company, all amounts due or to become due upon all Senior Debt shall Indebtedness of the Company must 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, (and premium, if any, ) or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XV, 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 Debentureholders Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the --- ---- respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until to the extent necessary to pay all such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14XV, 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 14 XV with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 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, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article 10. Nothing in Section 14.02 or X of this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06Indenture.

Liquidation; Dissolution; Bankruptcy. 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 or winding-up or liquidation or reorganization of the Company, dissolutionwhether voluntary or involuntary or in bankruptcy, winding upinsolvency, receivership, reorganizationgeneral assignment, assignment marshaling of any assets or liabilities for the benefit of creditors, marshaling of assets and liabilities creditors or any bankruptcy, insolvency or similar proceedings of the Companyother proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company 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 ofprincipal, and premium, if any, or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders holders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14Fifteen, 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 Debentureholders holders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in any such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt is paid in full or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06.such

Liquidation; Dissolution; Bankruptcy. 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, dissolution winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities liquidation or any bankruptcy, insolvency or similar proceedings reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts (including principal, premium, if any, and interest) due or to become due upon all Senior Debt Indebtedness 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 on account of the principal of, (and premium, if any, ) or interest (including any Additional Payments) on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, dissolution winding up, receivership, liquidation or reorganization, assignment, marshaling or 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 Debentureholders Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14Twelve, 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 Debentureholders Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Securities or to the Trustee under this IndentureTrustee. 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 Holders of the Debentures Securities before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt 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 Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. For purposes of this Article 14Twelve, 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 14 Twelve with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; providedPROVIDED, that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, all or substantially as an entirety, all its properties and assets on a consolidated basis to another corporation Person upon the terms and conditions provided for in Article 10 Eight hereof shall not be deemed a dissolution, winding-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 conveyance, transfer or transferlease, comply with the conditions stated in Article 10Eight hereof. Nothing in Section 14.02 1202 or in this Section 14.03 1203 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06607 hereof.

Liquidation; Dissolution; Bankruptcy. 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, winding winding-up, receivershipliquidation, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Company, all amounts due or to become due upon all Senior Debt shall Indebtedness of the Company must 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, (and premium, if any, ) or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XV, 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 Debentureholders Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the --- ---- respective amounts of Senior Debt Indebtedness of the Company held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness of the Company in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness of the Company, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness of the Company is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness of the Company or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until to the extent necessary to pay all such Senior Debt shall have been paid 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 DebtIndebtedness of the Company. For purposes of this Article 14XV, 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 14 XV with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of such Senior Indebtedness of the Senior Debt Company 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 Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 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, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article 10. Nothing in Section 14.02 or X of this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06Indenture.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness 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 or distribution is made by the Company to the Holders of the Notes on account of the principal of, premium, if any, interest on, or interest on any other amount owing in respect of, the indebtedness evidenced by the Debentures, Notes; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Holders of the Notes or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14VI, 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 Debentureholders Holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata PRO RATA to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Notes or to the Trustee under this IndentureTrustee. 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 Holders of the Debentures Notes before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14VI, 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 14 VI with respect to the Debentures) Notes to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; , provided, however, that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 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 Person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10Five of the Indenture. Nothing in Section 14.02 6.2 or in this Section 14.03 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to 7.07 of the further provisions of Section 14.06Indenture.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon (i) any dissolution or winding-up or total or partial liquidation or reorganization of the Company whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (ii) any bankruptcy or insolvency case or proceeding or any receivership, liquidation, dissolutionreorganization or other similar case or proceeding in connection therewith, winding uprelative to the Company or to its assets, receivership, reorganization, (iii) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, all amounts due obligations due, or to become due upon all due, in respect of Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) shall first indefeasibly be paid in full, or provision shall have been made for such payment, in cash, cash equivalents or cash equivalents, or payment thereof provided for otherwise in accordance with its termsa manner satisfactory to the holders of Senior Debt, before any payment is made on account of the principal of, premium, if any, of or interest on the indebtedness evidenced by Securities, except that Holders may receive securities that are subordinated to at least the Debentures, 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 winding-up, receivership, liquidation or reorganization, assignment, marshaling or proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Debentureholders Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14hereof, 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 Debentureholders Holders of the Securities or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Senior Debt (in order of their priority, and when of equal priority, pro rata to such holders of equal priority on the basis of the respective amounts of Senior Debt held by such holders) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in any such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt is paid in full or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt has been indefeasibly paid in full, or provisions shall have been paid made for such payment, in full cash, cash equivalents or otherwise in accordance with its termsa 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 Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06.

Liquidation; Dissolution; Bankruptcy. 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, dissolutiondissolution or other winding-up of the Company, winding upwhether voluntary or involuntary, receivership, reorganization, or any assignment for the benefit of creditors, creditors or other marshaling of assets and or liabilities or any bankruptcy, insolvency or similar proceedings of the Company, all amounts due or the holders of Senior Indebtedness shall be entitled to become due upon all Senior Debt shall first be paid receive payment in full, full in cash or cash equivalents, equivalents (or payment thereof provided for in accordance with its terms, other payments satisfactory to holders of Senior Indebtedness) of all Senior Indebtedness before the Holders will be entitled to receive any payment is made on account or distribution of any kind or character (other than payment or distribution in the principal of, premium, if any, or interest on the indebtedness evidenced by the Debentures, form of Permitted Junior Securities); and upon any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than payments or distribution in the form of Permitted Junior Securities), by set-off or otherwise, to which the Debentureholders Holders or the Trustee under this Indenture would be entitled, except entitled but for the provisions of this Article 14, 11 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, or by the Debentureholders or by the Trustee under this Indenture if received by them or it, distribution directly to the holders of Senior Debt (pro rata Indebtedness or their representatives ratably according to such holders the aggregate amounts remaining unpaid on the basis account of the respective amounts Senior Indebtedness (or, if not ratably, as otherwise agreed among the holders of Senior Debt held by such holdersIndebtedness) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay make payment in full in cash or cash equivalents (or other payments satisfactory to holders of Senior Indebtedness) of all Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in any such proceedings), Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt is paid in full or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06Indebtedness.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company 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, (and premium, if any, ) or interest on the indebtedness evidenced by the Subordinated Debentures, ; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders holders of the Subordinated Debentures or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14VI, 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 Debentureholders holders of the Subordinated Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Subordinated Debentures or to the Trustee under this IndentureTrustee. 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 Subordinated Debentures before all Senior Debt Indebtedness of the Company is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness of the Company remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14VI, 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 14 VI with respect to the Debentures) Subordinated Debentures to the payment of all Senior Debt which Indebtedness of the Company that may at the time be outstanding; provided, PROVIDED that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 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 Person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10X of the Indenture. Nothing in Section 14.02 6.2 or in this Section 14.03 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to 7.06 of the further provisions of Section 14.06Indenture.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in accordance with its terms, before any payment is made on account of the principal of, premium, if any, interest, or interest other amounts due, if any, on the indebtedness evidenced by the DebenturesSecurities, and upon any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Debentureholders Holders or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14Sixteen, 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 Debentureholders Holders or by the Trustee under this Indenture if received by them or it, directly to the holders Holders of Senior Debt (pro rata to such holders Holders on the basis of the respective amounts of Senior Debt held by such holdersHolders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in any such proceedings), after giving effect to any concurrent payment or distribution to or for the holders Holders of Senior Debt, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Securities or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders Holders of the Debentures Securities before all Senior Debt is paid in full or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders Holders of such Senior Debt. For purposes of this Article 14Sixteen, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation Person provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 14 Sixteen with respect to the DebenturesSecurities) 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 corporationPerson, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders Holders of the Senior Debt are not, without the consent of each such holdersHolder adversely affected thereby, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided in Article 10 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 10Eight. Nothing in Section 14.02 1602 or this Section 14.03 1603 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7Six, except as provided therein. This Section shall be subject to the further provisions of Section 14.061606.

Liquidation; Dissolution; Bankruptcy. Upon In the event of distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any payment by part of the Company or distribution of assets of the Company of any kind Corporation, or character, whether in cash, property or securitiesthe proceeds thereof, to creditors upon or any proposal by the Corporation to creditors for a readjustment, reamortization or restructuring of the Senior Debt or the Parent Debt, or other readjustment of any of the indebtedness or liabilities of the Corporation, whether by reason of liquidation, dissolutionbankruptcy, winding uparrangement, receivership, reorganization, assignment for the benefit of creditors, marshaling marshalling of the assets and or liabilities of the Corporation or any bankruptcy, insolvency other action or similar proceedings proceeding involving the readjustment of all or any part of the Company, all amounts due or to become due upon all Senior Debt or the Parent Debt, or the application of the assets of the Corporation to the payment or liquidation thereof, or upon the dissolution or other winding-up of the business of the Corporation, or upon the sale of all or substantially all of the business of the Corporation, the Lender shall first be paid entitled to receive payment in full, full in cash of the Senior Debt (including interest accruing to the date of receipt of such payment at the rate applicable to the relevant part of the Senior Debt, whether or not allowed as a claim in any such proceeding) before the Parent is entitled to receive any direct or indirect payment or distribution of any cash equivalents, or payment thereof provided for in accordance with its terms, before any payment is made other assets of the Corporation on account of the principal ofParent Debt and, premiumto that end, if anythe Lender shall be entitled to receive directly, or interest on the indebtedness evidenced by the Debentures, and upon any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or proceeding, any for application in payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Debentureholders or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14, 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 Debentureholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in any such proceedings), cash after giving effect to any substantially concurrent payment or distribution to or for the holders Lender in respect of the Senior Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing), any payment or distribution of assets of the Company of any kind or character, whether in cashcash or other assets, property or securities, prohibited by the foregoing, which shall be received by the Trustee under this Indenture payable or the holders of the Debentures before all Senior Debt is paid in full deliverable upon or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) to Parent Debt. To the extent any payment of all Senior Debt which may at (whether by or on behalf of the time Corporation, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be outstanding; providedfraudulent or preferential, that (i) set aside or required to be paid to a trustee, receiver, receiver and manager or other similar person under any bankruptcy, insolvency, receivership or similar law or proceeding, then if such payment is recoverable by, or paid over to, such trustee, receiver, receiver and manager or other person, 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, part thereof originally intended to another corporation upon the terms and conditions provided in Article 10 be satisfied shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section to be reinstated and outstanding as if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06payment had not occurred.

Liquidation; Dissolution; Bankruptcy. 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, dissolutiondissolution or other winding-up of the Company, winding upwhether voluntary or involuntary, receivership, reorganization, or any assignment for the benefit of creditors, creditors or other marshaling of assets and or liabilities or any bankruptcy, insolvency or similar proceedings of the CompanyCompany (except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of all amounts due or substantially all of its properties and assets upon the terms and conditions described in Article 6), the holders of Senior Indebtedness will be entitled to become due upon all Senior Debt shall first be paid receive payment in full, full in cash or cash equivalentsequivalents of all Senior Indebtedness, or provision shall be made for such payment thereof provided for in accordance with its termsfull, before the Holders will be entitled to receive any payment is made or distribution of any kind or character (other than Permitted Junior Securities) on account of the principal of, premium, if any, of or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or proceeding, 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), by set-off or otherwise, to which the Debentureholders Holders or the Trustee under this Indenture would be entitled, except entitled but for the provisions of this Article 14, 12 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 Debentureholders liquidating trustee or by the Trustee under this Indenture if received by them or itotherwise, directly to the holders of Senior Debt (pro rata Indebtedness or their representative or representatives ratably according to such holders the aggregate amounts remaining unpaid on the basis account of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, Indebtedness to the extent necessary to pay make payment in full of all Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in any such proceedings)Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures or to the Trustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt is paid in full or provision is made for such payment 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 Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06Indebtedness.

Liquidation; Dissolution; Bankruptcy. 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, dissolution or winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities up or any bankruptcy, insolvency liquidation or similar proceedings reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts (including principal, premium, if any, and interest) due or to become due upon all Senior Debt Indebtedness shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in money in accordance with its their terms, before any payment is made on account of the principal of, (and premium, if any, ) or interest on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, dissolution or winding up, receivership, up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions of this Article 14XII, 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 Debentureholders Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Securities or to the Trustee under this IndentureTrustee. 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 Holders of the Debentures Securities before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt 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 Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. For purposes of this Article 14XII, the words words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 14 XII with respect to the Debentures) Securities to the payment of all Senior Debt Indebtedness which may at the time be outstanding; providedPROVIDED, that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, all or substantially as an entirety, all its properties and assets on a consolidated basis to another corporation Person upon the terms and conditions provided for in Article 10 VIII hereof shall not be deemed a dissolution, winding-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 conveyance, transfer or transferlease, comply with the conditions stated in Article 10VIII hereof. Nothing in Section 14.02 12.02 or in this Section 14.03 12.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.066.07 hereof.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, all amounts due whether voluntary or to become due upon involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Debt Indebtedness of the Company 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, (and premium, if any, ) or interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XV, 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 Debentureholders Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the 62 respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until to the extent necessary to pay all such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14XV, 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 14 XV with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 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, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article 10X of this Indenture. Nothing in Section 14.02 15.02 or in this Section 14.03 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 6.06 of Section 14.06this Indenture.

Liquidation; Dissolution; Bankruptcy. Upon any payment by the Company or distribution to creditors of the Issuer or the Guarantor upon a total or partial liquidation, dissolution or winding up of the Issuer (other than a voluntary dissolution of the Issuer or merger of the Issuer into Holdings or the Guarantor solely for the purpose of permitting Holdings or the Guarantor to assume all obligations in respect of the Notes as if it were the direct obligor with respect thereto and in which all the assets of the Company Issuer are transferred to Holdings or the Guarantor and no material payment or distribution is made to creditors) or the Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuer or the Guarantor or their respective Property, or in an assignment for the benefit of creditors or any marshaling of the Issuer's or the Guarantor's assets and liabilities, the holders of Senior Debt will be entitled to receive payment in full of the Senior Debt before the Holders of the Notes are entitled to receive any payment or distribution of any kind or character, whether in cash, property Property or securities, to creditors upon securities (including any liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities payment or any bankruptcy, insolvency distribution that may be payable or similar proceedings deliverable by reason of the Company, all amounts due or to become due upon all Senior payment of any other Debt shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in accordance with its terms, before any payment is made on account of the Issuer or the Guarantor that is subordinated to the payment of the Notes), of principal of, or premium, if any, or interest on, or other amounts payable under or in respect of the Notes or the Parent Guarantee, including on the indebtedness evidenced account of any purchase or other acquisition of Notes by the DebenturesIssuer or the Guarantor. In addition, and upon any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or proceedinguntil the Senior Debt is paid in full, any payment or distribution of assets pursuant to this Section 10.02 to which Holders of the Company of any kind or character, whether in cash, property or securities, to which the Debentureholders or the Trustee under this Indenture Notes would be entitled, except entitled either directly or pursuant to the Parent Guarantee but for the subordination provisions of this Article 14, shall Indenture will 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 Debentureholders or by the Trustee under this Indenture if received by them or it, made directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in any such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Senior Debt or to the Trustee under this Indenturetheir Representatives. In the event that, notwithstanding the foregoing, the Trustee or the Holder of any Note receives any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all the Senior Debt is paid in full or provision is made for such payment in accordance with its termsfull, then such payment or distribution shall will be required to be held in trust by the Trustee (to the extent a Trust Officer of the Trustee has actual knowledge that such payment or distribution is prohibited) or such Holder for the benefit of of, and shall be paid over or delivered to forthwith to, the holders of such the Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, Representatives for application to (in the case of cash), or as collateral for (in the case of non-cash property or securities), the payment or prepayment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06full.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Company, all amounts due or to become due upon all Senior Debt shall first Indebtedness must be paid in full, in cash full before the holders of the Securities are entitled to receive or cash equivalents, or payment thereof provided for in accordance with its terms, before retain any payment is made on account of the principal of, premium, if any, or interest on the indebtedness evidenced by the Debentures, in respect thereof; and upon any such liquidation, dissolution, winding up, receivership, reorganization, dissolution or winding-up or liquidation or reorganization or assignment, marshaling or 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 Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XVII, 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 Debentureholders Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until to the extent necessary to pay all such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14XVII, 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 14 XVII with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 X of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 17.03 if such other Person shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article 10. Nothing in Section 14.02 or X of this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06Indenture.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness 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 or distribution is made by the Company to the Holders of the Notes on account of the principal of, premium, if any, interest on, or interest on any other amount owing in respect of, the indebtedness evidenced by the Debentures, Notes; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Holders of the Notes or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14Five, 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 Debentureholders Holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Debentures Notes or to the Trustee under this IndentureTrustee. 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 14 18 foregoing, shall be received by the Trustee under this Indenture or the holders Holders of the Debentures Notes before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14Five, 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 14 Five with respect to the Debentures) Notes to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; , provided, however, that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 Eight of the Original Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 503 if such other Person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10Eight of the Indenture. Nothing in Section 14.02 502 hereof or in this Section 14.03 503 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to 607 of the further provisions of Section 14.06Original Indenture.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, all amounts due whether voluntary or to become due upon involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Debt Indebtedness of the Company 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, (and premium, if any, ) or interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XV, 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 Debentureholders Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article 14, 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 14 with respect to the Debentures) 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 10 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 10. Nothing in Section 14.02 or this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions of Section 14.06.all

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, all amounts due whether voluntary or to become due upon involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Debt Indebtedness of the Company 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 57 Company on account of the principal of, (and premium, if any, ) or interest (including Additional Sums and Compounded Interest, if any) and Liquidated Damages, if any, on the indebtedness evidenced by the Debentures, Securities; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14XV, 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 Debentureholders Securityholders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until to the extent necessary to pay all such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14XV, 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 14 XV with respect to the Debentures) Securities to the payment of all Senior Debt which Indebtedness that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness 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 Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided for in Article 10 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, conveyance sale, conveyance, transfer or transferlease, comply with the conditions stated in Article 10X of this Indenture. Nothing in Section 14.02 15.02 or in this Section 14.03 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 6.06 of Section 14.06this Indenture.

Liquidation; Dissolution; Bankruptcy. 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, winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities dissolution or any bankruptcy, insolvency winding-up or similar proceedings liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness 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, (and premium, if any, ) or interest on the indebtedness evidenced by the Subordinated Debentures, ; and upon any such liquidation, dissolution, winding up, receivership, dissolution or winding-up or liquidation or reorganization, assignment, marshaling or 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 Debentureholders holders of the Subordinated Debentures or the Trustee under this Indenture would be entitledentitled to receive from the Company, except for the provisions of this Article 14VI, 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 Debentureholders holders of the Subordinated Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Subordinated Debentures or to the Trustee under this IndentureTrustee. 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 Subordinated Debentures before all Senior Debt Indebtedness of the Company is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness of the Company remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14VI, 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 14 VI with respect to the Debentures) Subordinated Debentures to the payment of all Senior Debt which Indebtedness of the Company that may at the time be outstanding; provided, PROVIDED that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 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 Person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10X of the Indenture. Nothing in Section 14.02 6.2 or in this Section 14.03 6.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to 7.06 of the further provisions of Section 14.06Indenture.

Liquidation; Dissolution; Bankruptcy. Upon any payment by the Company Bank or distribution of assets of the Company Bank of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding upinsolvency, receivership, conservatorship, reorganization, assignment for the benefit readjustment of creditorsdebt, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings or any liquidation or winding up of or relating to the CompanyBank, whether voluntary or involuntary, all amounts due or to become due upon all Senior Debt Indebtedness of the Bank 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 Bank, on account of the principal of, (and premium, if any, ) or interest on the indebtedness evidenced by Debentures. In the Debentures, and upon event of any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or proceedingproceedings, any payment by the Bank, or distribution of assets of the Company Bank of any kind or character, whether in cash, property or securities, to which the Debentureholders Securityholders or the Trustee under this Indenture would be entitledentitled to receive from the Bank, except for the provisions of this Article 14XV, shall be paid by the Company Bank, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Debentureholders Securityholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Bank) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interestfull, in any such proceedings)money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Debentures Securityholders or to the Trustee under this IndentureTrustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company Bank of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Debentures before all Senior Debt Indebtedness is paid in full full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Bank, for application to the payment of all Senior Debt Indebtedness, remaining unpaid until all to the extent necessary to pay such Senior Debt shall have been paid 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 DebtIndebtedness. For purposes of this Article 14XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company Bank as reorganized or readjusted, or securities of the Company Bank 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 14 XV with respect to the Debentures) Debentures to the payment of all Senior Debt which Indebtedness, that may at the time be outstanding; provided, provided that (i) the such Senior Debt Indebtedness 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 such Senior Debt Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company Bank with, or the merger of the Company Bank into, another corporation or the liquidation or dissolution of the Company Bank 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 10 XI of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other Person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10XI of this Indenture. Nothing in Section 14.02 15.2 or in this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section shall be subject to the further provisions 6.6 of Section 14.06this Indenture.