Common use of Payment of Proceeds in Certain Cases Clause in Contracts

Payment of Proceeds in Certain Cases. (1) Upon any distribution of the assets of the Company in connection with dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise), the provisions of Section 13.03 shall be given effect to determine the amount of cash, property or securities which may be payable or deliverable as between the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand. (2) If, after giving effect to the provisions of Section 13.03, any amount of cash, property or securities shall be available for payment or distribution in respect of the Securities ("Excess Proceeds"), and any creditors in respect of General Obligations shall not have received payment in full of all amounts due or to become due on or in respect of such General Obligations, then such Excess Proceeds shall first be applied (ratably with any amount of cash, property or securities available for payment or distribution in respect of any other indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors in respect of General Obligations) to pay or provide for the payment of the General Obligations remaining unpaid, to the extent necessary to pay all such General Obligations in full, after giving effect to any concurrent payment or distribution to or for creditors in respect of General Obligations. Any Excess Proceeds remaining after the payment (or provision for payment) in full of all General Obligations shall be available for payment or distribution in respect of the Securities. (3) In the event that, notwithstanding the foregoing provisions of subsection (b) of this Section, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee, the Paying Agent or the Holders of the Securities before all General Obligations are paid in full or payment thereof duly provided for, subject to any obligation that the Trustee or such Holder may have pursuant to Section 13.03, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for payment in accordance with subsection (b). (4) Subject to the payment in full of all General Obligations, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors in respect of such General Obligations and is entitled to like rights of subrogation) to the rights of the creditors in respect of such General Obligations to receive payments and distributions of cash, property and securities applicable to such General Obligations until the Securities shall be paid in full, and none of the payments or distributions to creditors in respect of such General Obligations to which Holders of the Securities or the Trustee would be entitled except for the provisions of this Section and no payments over, pursuant to the provisions of this Section, to creditors in respect of such General Obligations by Holders of Securities or the Trustee, shall, as among the Company, its creditors other than creditors in respect of such General Obligations, and the Holders of Securities, be deemed to be a payment or distribution by the Company to or on account of such General Obligations. (5) The provisions of subsections (b), (c) and (d) of this Section are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the creditors in respect of General Obligations, on the other hand, after giving effect to the rights of the holders of Senior Indebtedness, as provided in this Article. Nothing contained in subsections (b), (c) and (d) of this Section is intended to or shall affect the relative rights against the Company of the Holders of the Securities and (1) the holders of Senior Indebtedness or (2) other creditors of the Company other than creditors in respect of General Obligations.

Payment of Proceeds in Certain Cases. (1a) Subject to the provisions of this Section and to any provisions established or determined with respect to Securities of any series pursuant to Section 301, the Securities shall rank pari passu in right of payment with each other and with the Existing Subordinated Indebtedness. (b) Upon the occurrence of any distribution of the assets events specified in clauses (a), (b) and (c) of the Company in connection with dissolution, winding up, liquidation or reorganization first paragraph of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise)Section 1402, the provisions of that Section 13.03 shall be given effect on a pro rata basis to determine the amount of cash, property or of securities which may be payable or deliverable as between the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand. (2c) If, after giving effect to the provisions of Section 13.031402, Section 1406 and the respective corresponding provisions of each indenture or other instrument or document establishing or governing the terms of any Senior Indebtedness on such pro rata basis, any amount of cash, property or securities shall be available for payment or distribution in respect of the Securities ("Excess Proceeds"), and any creditors Entitled Persons in respect of General Other Financial Obligations shall not have received payment in full of all amounts due or to become due on or in respect of such General ObligationsOther Financial Obligations (and provision shall not have been made for such payment in money or money's worth), then such Excess Proceeds shall first be applied (ratably with any amount of cash, property or securities available for payment or distribution in respect of any other indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors Entitled Persons in respect of General Other Financial Obligations) to pay or provide for the payment of the General Other Financial Obligations remaining unpaid, to the extent necessary to pay all such General Other Financial Obligations in full, after giving effect to any concurrent payment or distribution to or for creditors Entitled Persons in respect of General Other Financial Obligations. Any Excess Proceeds remaining after the payment (or provision for payment) in full of all General Other Financial Obligations shall be available for payment or distribution in respect of the Securities. (3d) In the event that, notwithstanding the foregoing provisions of subsection (bc) of this Section, upon after the occurrence of any such dissolutionof the events specified in clauses (a), winding up(b) and (c) of the first paragraph of Section 1402, liquidation the Trustee or reorganization, Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee, the Paying Agent or the Holders of the Securities before all General Other Financial Obligations are paid in full or payment thereof duly provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event, subject to any obligation that the Trustee or such Holder may have pursuant to Section 13.031402, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for payment in accordance with subsection (bc). (4e) Subject to the payment in full of all General Other Financial Obligations, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors Entitled Persons in respect of such General Other Financial Obligations and is entitled to like rights of subrogation) to the extent of the payments or distributions made to Entitled Persons in respect of Other Financial Obligations pursuant to subsection (c) or (d) of this Section to the rights of the creditors Entitled Persons in respect of such General Other Financial Obligations to receive payments and distributions of cash, property and securities applicable to such General the Other Financial Obligations until the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation, and none of the no payments or distributions to creditors Entitled Persons in respect of such General Other Financial Obligations of any cash, property or securities to which Holders of the Securities or the Trustee would be entitled except for the provisions of this Section Section, and no payments over, over pursuant to the provisions of this Section, Section to creditors Entitled Persons in respect of such General Other Financial Obligations by Holders of Securities or the Trustee, shall, as among the Company, its creditors other than creditors Entitled Persons in respect of such General Obligations, Other Financial Obligations and the Holders of Securities, Securities be deemed to be a payment or distribution by the Company to or on account of such General the Other Financial Obligations. (5f) The provisions of subsections (bc), (cd) and (de) of this Section are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the creditors Entitled Persons in respect of General Other Financial Obligations, on the other hand, after giving effect to the rights of the holders of Senior Indebtedness, as provided in this Article. Nothing contained in subsections (bc), (cd) and (de) of this Section is intended to or shall affect the relative rights against the Company of the Holders of the Securities and (1) the holders of Senior Indebtedness or (2) other creditors of the Company other than creditors Entitled Persons in respect of General Other Financial Obligations. ----------------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Payment of Proceeds in Certain Cases. (1a) Subject to the provisions of this Section and to any provisions established or determined with respect to Securities of any series pursuant to Section 3.01, the Securities shall rank pari passu in right of payment with each other and with the Existing Subordinated Indebtedness. (b) Upon the occurrence of any distribution of the assets events specified in clauses (i), (i) and (iii) of the Company in connection with dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwiseSection 14.02(a), the provisions of that Section 13.03 shall be given effect on a pro rata basis to determine the amount of cash, property or of securities which may be payable or deliverable as between the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand. (2c) If, after giving effect to the provisions of Section 13.0314.02, Section 14.06 and the respective corresponding provisions of each indenture or other instrument or document establishing or governing the terms of any Senior Indebtedness on such pro rata basis, any amount of cash, property or securities shall be available for payment or distribution in respect of the Securities ("Excess Proceeds"), and any creditors Entitled Persons in respect of General Other Financial Obligations shall not have received payment in full of all amounts due or to become due on or in respect of such General ObligationsOther Financial Obligations (and provision shall not have been made for such payment in money or money's worth), then such Excess Proceeds shall first be applied (ratably with any amount of cash, property or securities available for payment or distribution in respect of any other indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors Entitled Persons in respect of General Other Financial Obligations) to pay or provide for the payment of the General Other Financial Obligations remaining unpaid, to the extent necessary to pay all such General Other Financial Obligations in full, after giving effect to any concurrent payment or distribution to or for creditors Entitled Persons in respect of General Other Financial Obligations. Any Excess Proceeds remaining after the payment (or provision for payment) in full of all General Other Financial Obligations shall be available for payment or distribution in respect of the Securities. (3d) In the event that, notwithstanding the foregoing provisions of subsection (bc) of this Section, upon after the occurrence of any such dissolutionof the events specified in clauses (i), winding up(ii) and (iii) of Section 14.02(a), liquidation the Trustee or reorganization, Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee, the Paying Agent or the Holders of the Securities before all General Other Financial Obligations are paid in full or payment thereof duly provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event, subject to any obligation that the Trustee or such Holder may have pursuant to Section 13.0314.02, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for payment in accordance with subsection (bc). (4e) Subject to the payment in full of all General Other Financial Obligations, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors Entitled Persons in respect of such General Other Financial Obligations and is entitled to like rights of subrogation) to the extent of the payments or distributions made to Entitled Persons in respect of Other Financial Obligations pursuant to subsection (c) or (d) of this Section to the rights of the creditors Entitled Persons in respect of such General Other Financial Obligations to receive payments and distributions of cash, property and securities applicable to such General the Other Financial Obligations until the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation, and none of the no payments or distributions to creditors Entitled Persons in respect of such General Other Financial Obligations of any cash, property or securities to which Holders of the Securities or the Trustee would be entitled except for the provisions of this Section Section, and no payments over, over pursuant to the provisions of this Section, Section to creditors Entitled Persons in respect of such General Other Financial Obligations by Holders of Securities or the Trustee, shall, as among the Company, its creditors other than creditors Entitled Persons in respect of such General Obligations, Other Financial Obligations and the Holders of Securities, Securities be deemed to be a payment or distribution by the Company to or on account of such General the Other Financial Obligations. (5f) The provisions of subsections (bc), (cd) and (de) of this Section are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the creditors Entitled Persons in respect of General Other Financial Obligations, on the other hand, after giving effect to the rights of the holders of Senior Indebtedness, as provided in this Article. Nothing contained in subsections (bc), (cd) and (de) of this Section is intended to or shall affect the relative rights against the Company of the Holders of the Securities and (1) the holders of Senior Indebtedness or (2) other creditors of the Company other than creditors Entitled Persons in respect of General Other Financial Obligations. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Payment of Proceeds in Certain Cases. (1a) Subject to the provisions of this Section and to any provisions established or determined with respect to Securities of any series pursuant to Section 301, the Securities shall rank pari passu in right of payment with each other. (b) Upon the occurrence of any distribution of the assets events specified in clauses (a), (b) and (c) of the Company in connection with dissolution, winding up, liquidation or reorganization first paragraph of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise)Section 1402, the provisions of that Section 13.03 shall be given effect on a pro rata basis to determine the amount of cash, property or of securities which may be payable or -62- deliverable as between the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand. (2c) If, after giving effect to the provisions of Section 13.031402, Section 1406 and the respective corresponding provisions of each indenture or other instrument or document establishing or governing the terms of any Senior Indebtedness on such pro rata basis, any amount of cash, property or securities shall be available for payment or distribution in respect of the Securities ("Excess Proceeds"), and any creditors Entitled Persons in respect of General Other Financial Obligations shall not have received payment in full of all amounts due or to become due on or in respect of such General ObligationsOther Financial Obligations (and provision shall not have been made for such payment in money or money's worth), then such Excess Proceeds shall first be applied (ratably with any amount of cash, property or securities available for payment or distribution in respect of any other indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors Entitled Persons in respect of General Other Financial Obligations) to pay or provide for the payment of the General Other Financial Obligations remaining unpaid, to the extent necessary to pay all such General Other Financial Obligations in full, after giving effect to any concurrent payment or distribution to or for creditors Entitled Persons in respect of General Other Financial Obligations. Any Excess Proceeds remaining after the payment (or provision for payment) in full of all General Other Financial Obligations shall be available for payment or distribution in respect of the Securities. (3d) In the event that, notwithstanding the foregoing provisions of subsection (bc) of this Section, upon after the occurrence of any such dissolutionof the events specified in clauses (a), winding up(b) and (c) of the first paragraph of Section 1402, liquidation the Trustee or reorganization, Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee, the Paying Agent or the Holders of the Securities before all General Other Financial Obligations are paid in full or payment thereof duly provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event, subject to any obligation that the Trustee or such Holder may have pursuant to Section 13.031402, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for payment in accordance with subsection (bc). (4e) Subject to the payment in full of all General Other Financial Obligations, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors Entitled Persons in respect of such General Other Financial Obligations and is entitled to like rights of subrogation) to the extent of the payments or distributions made to Entitled Persons in respect of Other Financial Obligations pursuant to subsection (c) or (d) of this Section to the rights of the creditors Entitled Persons in respect of such General Other Financial Obligations to receive payments and distributions of cash, property and securities applicable to such General the Other Financial Obligations until the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation, and none of the no payments or distributions to creditors Entitled Persons in respect of such General Other Financial Obligations of any cash, property or securities to which Holders of the Securities or the Trustee would be entitled except for the provisions of this Section Section, and no payments over, over pursuant to the provisions of this Section, Section to creditors Entitled Persons in respect of such General Other Financial Obligations by Holders of Securities or the Trustee, shall, as among the Company, its creditors other than creditors Entitled Persons in respect of such General Obligations, Other Financial Obligations and the Holders of Securities, Securities be deemed to be a payment or distribution by the Company to or on account of such General the Other Financial Obligations. (5f) The provisions of subsections (bc), (cd) and (de) of this Section are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the creditors Entitled Persons in respect of General Other Financial Obligations, on the other hand, after giving effect to the rights of the holders of Senior Indebtedness, as provided in this Article. Nothing contained in subsections (bc), (cd) and (de) of this Section is intended to or shall affect the relative rights against the Company of the Holders of the Securities and (1) the holders of Senior Indebtedness or (2) other creditors of the Company other than creditors Entitled Persons in respect of General Other Financial Obligations. ----------------------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Payment of Proceeds in Certain Cases. (1a) Upon the occurrence of any distribution of the assets events specified in clauses (a), (b) and (c) of the Company in connection with dissolution, winding up, liquidation or reorganization first paragraph of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise)Section 13.2, the provisions of that Section 13.03 shall be given effect to determine the amount of cash, property or securities which may be payable or deliverable as between the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand. (2b) If, after giving effect to the provisions of Section 13.0313.2 and Section 13.6, any amount of cash, property or securities shall be available for payment or distribution in respect of the Securities ("Excess Proceeds"), and any creditors Entitled Persons in respect of General Other Financial Obligations shall not have received payment in full of all amounts due or to become due on or in respect of such General ObligationsOther Financial Obligations (and provision shall not have been made for such payment in money or money's worth), then such Excess Proceeds shall first be applied (ratably with any amount of cash, property or securities available for payment or distribution in respect of any other indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors Entitled Persons in respect of General Other Financial Obligations) to pay or provide for the payment of the General Other Financial Obligations remaining unpaid, to the extent necessary to pay all such General Other Financial Obligations in full, after giving effect to any concurrent payment or distribution to or for creditors Entitled Persons in respect of General Other Financial Obligations. Any Excess Proceeds remaining after the payment (or provision provisions for payment) in full of all General Other Financial Obligations shall be available for payment or distribution in respect of the Securities. (3c) In the event that, notwithstanding the foregoing provisions of subsection (b) of this Section, upon the Trustee or Holder of any such dissolution, winding up, liquidation or reorganization, Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee, the Paying Agent or the Holders of the Securities before all General Other Financial Obligations are paid in full or payment thereof duly provided for, and if such fact shall, at or prior to the time of such payment or distribution have been made known to the Trustee or, as the case may be, such Holder, then and in such event, subject to any obligation that the Trustee or such Holder may have pursuant to Section 13.0313.2, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for payment in accordance with subsection (b). (4d) Subject to the payment in full of all General Other Financial Obligations, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors Entitled Persons in respect of such General Other Financial Obligations and is entitled to like rights of subrogation) to the rights of the creditors Entitled Persons in respect of such General Other Financial Obligations to receive payments and distributions of cash, property and securities applicable to such General the Other Financial Obligations until the principal of and interest on the Securities shall be paid in full. For purposes of such subrogation, and none of the no payments or distributions to creditors Entitled Persons in respect of such General Other Financial Obligations of any cash, property or securities to which Holders of the Securities or the Trustee would be entitled except for the provisions of this Section Section, and no payments over, over pursuant to the provisions of this Section, Section to creditors Entitled Persons in respect of such General Other Financial Obligations by Holders of Securities or the Trustee, shall, as among the Company, its creditors other than creditors Entitled Persons in respect of such General Obligations, Other Financial Obligations and the Holders of Securities, be deemed to be a payment or distribution by the Company to or on account of such General the Other Financial Obligations. (5e) The provisions of subsections (b), (c) and (d) of this Section are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the creditors Entitled Persons in respect of General Other Financial Obligations, on the other hand, after giving effect to the rights of the holders of Senior Indebtedness, as provided in this Article. Nothing contained in subsections (b), (c) and (d) of this Section is intended to or shall affect the relative rights against the Company of the Holders of the Securities and (1) the holders of Senior Indebtedness or (2) other creditors of the Company other than creditors Entitled Persons in respect of General Other Financial Obligations.

Payment of Proceeds in Certain Cases. (1a) Upon any distribution of the assets of the Company in connection with the dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise), the provisions of Section 13.03 shall be given effect to determine the amount of cash, property or securities which may be payable or deliverable as between the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand. (2b) If, after giving effect to the provisions of Section 13.03, any amount of cash, property or securities shall be available for payment or distribution in respect of the Securities ("Excess Proceeds"), and any creditors in respect of General Obligations shall not have received payment in full of all amounts due or to become due on or in respect of such General Obligations, then such Excess Proceeds shall first be applied (ratably with any amount of cash, property or securities available for payment or distribution in respect of any other indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors in respect of General Obligations) to pay or provide for the payment of the General Obligations remaining unpaid, to the extent necessary to pay all such General Obligations in full, after giving effect to any concurrent payment or distribution to or for creditors in respect of General Obligations. Any Excess Proceeds remaining after the payment (or provision for payment) in full of all General Obligations shall be available for payment or distribution in respect of the Securities. (3c) In the event that, notwithstanding the foregoing provisions of subsection (b) of this Section, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee, the Paying Agent or the Holders of the Securities before all General Obligations are paid in full or payment thereof is duly provided for, subject to any obligation that the Trustee or such Holder may have pursuant to Section 13.03, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for payment in accordance with subsection (b). (4d) Subject to the payment in full of all General Obligations, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors in respect of such General Obligations and is entitled to like rights of subrogation) to the rights of the creditors in respect of such General Obligations to receive payments and distributions of cash, property and securities applicable to such General Obligations until the Securities shall be paid in full, and none of the payments or distributions to creditors in respect of such General Obligations to which Holders of the Securities or the Trustee would be entitled except for the provisions of this Section and no payments over, pursuant to the provisions of this Section, to creditors in respect of such General Obligations by Holders of Securities or the Trustee, shall, as among the Company, its creditors other than creditors in respect of such General Obligations, and the Holders of Securities, be deemed to be a payment or distribution by the Company to or on account of such General Obligations. (5e) The provisions of subsections (b), (c) and (d) of this Section are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the creditors in respect of General Obligations, on the other hand, after giving effect to the rights of the holders of Senior Indebtedness, as provided in this Article. Nothing contained in subsections (b), (c) and (d) of this Section is intended to or shall affect the relative rights against the Company of the Holders of the Securities and (1) the holders of Senior Indebtedness or (2) other creditors of the Company other than creditors in respect of General Obligations.

Payment of Proceeds in Certain Cases. (1a) Upon the occurrence of any distribution of the assets events specified in clauses (a), (b) and (c) of the Company in connection with dissolution, winding up, liquidation or reorganization first paragraph of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise)Section 1202, the provisions of that Section 13.03 shall be given effect to determine the amount of cash, property or securities which may be payable or deliverable as between the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand. (2b) If, after giving effect to the provisions of Section 13.031202 and Section 1206, any amount of cash, property or securities of the Company shall be available for payment or distribution in respect of the Securities ("Excess Proceeds"), and any creditors in respect of General Obligations shall not have received payment in full of all amounts due or to become due on or in respect of such General Obligations, then such Excess Proceeds shall first be applied (ratably with any amount of cash, property or securities available for payment or distribution in respect of any other indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors in respect of General Obligations) to pay or provide for the payment of the General Obligations remaining unpaid, to the extent necessary to pay all such General Obligations in full, after giving effect to any concurrent payment or distribution to or for creditors in respect of General Obligations. Any Excess Proceeds remaining after the payment (or provision for payment) in full of all General Obligations shall be available for payment or distribution in respect of the Securities. (3c) In the event that, notwithstanding the foregoing provisions of subsection (b) of this Section, upon the Trustee or Holder of any such dissolution, winding up, liquidation or reorganization, Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee, the Paying Agent or the Holders of the Securities before all General Obligations are paid in full or payment thereof duly provided for, and if such fact shall, at or prior to the time of such payment or distribution have been made known to the Trustee or, as the case may be, such Holder, then and in such event, subject to any obligation that the Trustee or such Holder may have pursuant to Section 13.031202, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets asset of the Company for payment in accordance with subsection (b). (4d) Subject to the payment in full of all General Obligations, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors in respect of such General Obligations and is entitled to like rights of subrogation) to the rights of the creditors in respect of such General Obligations to receive payments and distributions of cash, property and securities applicable to such the General Obligations until the principal of and interest on the Securities shall be paid in full. For purposes of such subrogation, and none of the no payments or distributions to creditors in respect of such General Obligations of any cash, property or securities to which Holders of the Securities or the Trustee would be entitled except for the provisions of this Section Section, and no payments over, over pursuant to the provisions of this Section, Section to creditors in respect of such General Obligations by Holders of Securities or the Trustee, shall, as among the Company, its creditors other than creditors in respect of such General Obligations, Obligations and the Holders of Securities, Securities be deemed to be a payment or distribution by the Company to or on account of such the General Obligations. (5e) The provisions of subsections (b), (c) and (d) of this Section are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the creditors in respect of General Obligations, on the other hand, after giving effect to the rights of the holders of Senior Indebtedness, as provided in this Article. Nothing contained in subsections (b), (c) and (d) of this Section is intended to or shall affect the relative rights against the Company of the Holders of the Securities and (1) the holders of Senior Indebtedness or (2) other creditors of the Company other than creditors in respect of General Obligations.

Payment of Proceeds in Certain Cases. (1) Upon any distribution of the assets of the Company in connection with dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise), the provisions of Section 13.03 shall be given effect to determine the amount of cash, property or securities which may be payable or deliverable as between the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand. (2a) If, after giving effect to the provisions of Section 13.0315.2 and Section 15.6, any amount of cash, property or securities shall be available for payment or distribution in respect of the Securities Notes ("“Excess Proceeds"), ”) and any creditors Entitled Persons in respect of General Other Financial Obligations shall not have received payment in full of all amounts due or to become due on or in respect of such General ObligationsOther Financial Obligations (and provision shall not have been made for such payment in money or money’s worth), then such Excess Proceeds shall first be applied (ratably with any amount of cash, property or securities available for payment or distribution in respect of any other indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors Entitled Persons in respect of General Other Financial Obligations) to pay or provide for the payment of the General Other Financial Obligations remaining unpaid, to the extent necessary to pay all such General Other Financial Obligations in full, after giving effect to any concurrent payment or distribution to or for creditors Entitled Persons in respect of General Other Financial Obligations. Any Excess Proceeds remaining after the payment (or provision for payment) in full of all General Other Financial Obligations shall be available for payment or distribution in respect of the SecuritiesNotes. (3b) In the event that, notwithstanding the foregoing provisions of subsection (ba) of this SectionSection 15.11, upon the holder of any such dissolution, winding up, liquidation or reorganization, Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee, the Paying Agent or the Holders of the Securities before all General Other Financial Obligations are paid in full or payment thereof duly provided for, and if such fact shall, at or prior to the time of such payment or distribution have been made known to such holder, then and in such event, subject to any obligation that the Trustee or such Holder holder may have pursuant to Section 13.0315.2, upon written notice to the holder such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for payment in accordance with subsection (ba). (4c) Subject to the payment in full of all General Other Financial Obligations, the Holders holders of the Securities Notes shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors Entitled Persons in respect of such General Other Financial Obligations and is entitled to like rights of subrogation) to the rights of the creditors Entitled Persons in respect of such General Other Financial Obligations to receive payments and distributions of cash, property and securities applicable to such General the Other Financial Obligations until the Securities principal of and interest on the Notes shall be paid in full. For purposes of such subrogation, and none of the no payments or distributions to creditors Entitled Persons in respect of such General Other Financial Obligations of any cash, property or securities to which Holders holders of the Securities or the Trustee Notes would be entitled except for the provisions of this Section 15.11, and no payments over, over pursuant to the provisions of this Section, Section 15.11 to creditors Entitled Persons in respect of such General Other Financial Obligations by Holders holders of Securities or the TrusteeNotes, shall, as among the Company, its creditors other than creditors Entitled Persons in respect of such General Obligations, Other Financial Obligations and the Holders holders of Securities, Notes be deemed to be a payment or distribution by the Company to or on account of such General the Other Financial Obligations. (5d) The provisions of subsections (ba), (cb) and (dc) of this Section 15.11 are and are intended solely for the purpose of defining the relative rights of the Holders holders of the SecuritiesNotes, on the one hand, and the creditors Entitled Persons in respect of General Other Financial Obligations, on the other hand, after giving effect to the rights of the holders of Senior IndebtednessDebt, as provided in this ArticleSection 15.11. Nothing contained in subsections (ba), (cb) and (dc) of this Section is intended to or shall affect the relative rights against the Company of the Holders holders of the Securities Notes and (1) the holders of Senior Indebtedness Debt or (2) other creditors of the Company other than creditors Entitled Persons in respect of General Other Financial Obligations.

Payment of Proceeds in Certain Cases. (1a) Subject to the provisions of this Section and to any provisions established or determined with respect to Securities of any series pursuant to Section 301, the Securities shall rank pari passu in right of payment with each other. (b) Upon the occurrence of any distribution of the assets events specified in clauses (a), (b) and (c) of the Company in connection with dissolution, winding up, liquidation or reorganization first paragraph of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise)Section 1402, the provisions of that Section 13.03 shall be given effect on a pro rata basis to determine the amount of cash, property or of securities which may be payable or deliverable as between the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand. (2c) If, after giving effect to the provisions of Section 13.031402, Section 1406 and the respective corresponding provisions of each indenture or other instrument or document establishing or governing the terms of any Senior Indebtedness on such pro rata basis, any amount of cash, property or securities shall be available for payment or distribution in respect of the Securities ("Excess Proceeds"), and any creditors Entitled Persons in respect of General Other Financial Obligations shall not have received payment in full of all amounts due or to become due on or in respect of such General ObligationsOther Financial Obligations (and provision shall not have been made for such payment in money or money's worth), then such Excess Proceeds shall first be applied (ratably with any amount of cash, property or securities available for payment or distribution in respect of any other indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors Entitled Persons in respect of General Other Financial Obligations) to pay or provide for the payment of the General Other Financial Obligations remaining unpaid, to the extent necessary to pay all such General Other Financial Obligations in full, after giving effect to any concurrent payment or distribution to or for creditors Entitled Persons in respect of General Other Financial Obligations. Any Excess Proceeds remaining after the payment (or provision for payment) in full of all General Other Financial Obligations shall be available for payment or distribution in respect of the Securities. (3d) In the event that, notwithstanding the foregoing provisions of subsection (bc) of this Section, upon after the occurrence of any such dissolutionof the events specified in clauses (a), winding up(b) and (c) of the first paragraph of Section 1402, liquidation the Trustee or reorganization, Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee, the Paying Agent or the Holders of the Securities before all General Other Financial Obligations are paid in full or payment thereof duly provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event, subject to any obligation that the Trustee or such Holder may have pursuant to Section 13.031402, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for payment in accordance with subsection (bc). (4e) Subject to the payment in full of all General Other Financial Obligations, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors Entitled Persons in respect of such General Other Financial Obligations and is entitled to like rights of subrogation) to the extent of the payments or distributions made to Entitled Persons in respect of Other Financial Obligations pursuant to subsection (c) or (d) of this Section to the rights of the creditors Entitled Persons in respect of such General Other Financial Obligations to receive payments and distributions of cash, property and securities applicable to such General the Other Financial Obligations until the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation, and none of the no payments or distributions to creditors Entitled Persons in respect of such General Other Financial Obligations of any cash, property or securities to which Holders of the Securities or the Trustee would be entitled except for the provisions of this Section Section, and no payments over, over pursuant to the provisions of this Section, Section to creditors Entitled Persons in respect of such General Other Financial Obligations by Holders of Securities or the Trustee, shall, as among the Company, its creditors other than creditors Entitled Persons in respect of such General Obligations, Other Financial Obligations and the Holders of Securities, Securities be deemed to be a payment or distribution by the Company to or on account of such General the Other Financial Obligations. (5f) The provisions of subsections (bc), (cd) and (de) of this Section are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the creditors Entitled Persons in respect of General Other Financial Obligations, on the other hand, after giving effect to the rights of the holders of Senior Indebtedness, as provided in this Article. Nothing contained in subsections (bc), (cd) and (de) of this Section is intended to or shall affect the relative rights against the Company of the Holders of the Securities and (1) the holders of Senior Indebtedness or (2) other creditors of the Company other than creditors Entitled Persons in respect of General Other Financial Obligations. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.