Common use of Payment Over of Proceeds Upon Dissolution, Etc Clause in Contracts

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities 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, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Fifteen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution of the assets of the Company for application to the payment of all Senior Debt remaining unpaid, or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company Company, as the case may be, of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Companyproceeding, all amounts due or to become due upon all Senior Debt (including interest accruing subsequent to the commencement or filing of any petition in any bankruptcy or insolvency proceeding at the rate provided for in the documents governing such Senior Debt, whether or not such interest is an allowed claim enforceable against the debtor in a bankruptcy case under Title 11 of the United States Code) shall first be indefeasibly paid in full, full in cash or cash equivalents, before the Holders or the Trustee on their behalf holder of any Note shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSubordinated Obligations, or any payment to acquire any of the Securities a Note for cash, property or securities, securities or any distribution with respect to the Securities a Note of any cash, property or securities. Before any payment may be made by, by or on behalf of, of the Company on any Security (other than with of the moneySubordinated Obligations, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with upon any such dissolution, winding winding-up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf holder of a Note would be entitled, but except for the provisions of this Article FifteenSubordination Agreement, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee holder of such Note if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidheld by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which 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 indefeasibly in full, full in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under distribution of Permitted Junior Securities and excluding any defeasance trust established in accordance with this IndentureDefeasance Trust Payment), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company of the principal of or interest on account of the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or charactercharacter to creditors, whether in cash, property or securities (other than with the money, securities or proceeds held under upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the SecuritiesNotes, or any payment to acquire for the acquisition of any of the Securities Notes for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securitiesotherwise. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or of the Trustee on their behalf Notes would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidheld by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company Partnership of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the CompanyPartnership, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the CompanyPartnership, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company Partnership on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company Partnership on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Company Partnership of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Fifteen, shall be made by the Company Partnership or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution of the assets of the Company Partnership for application to the payment of all Senior Debt remaining unpaid, or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment all Guarantor Senior Indebtedness of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt such Guarantor shall first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of or interest on the Securities pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all such Guarantor Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities 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, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Company Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Guarantor Senior Debt whether or not such interest is an allowed claim in such proceeding) shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, before any payment or distribution of any kind or character is made on account of any Obligations on the Subsidiary Guarantees, or for the acquisition of any of the Senior Subordinated Securities for cash or property or otherwise (except that Holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, any Guarantor of any Obligations on the Subsidiary Guarantees upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), to which the Holders of the Subsidiary Guarantees or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Guarantor Senior Debt of such Guarantor (PRO RATA to such holders on the basis of the Company for application to the payment respective amounts of all Guarantor Senior Debt remaining unpaid, held by such holders) or their Representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities dissolution and liquidation of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the CompanyIssuer, whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, receivership or other proceedings, assignment of assets for similar proceeding relating to the benefit of creditors or other marshalling of assets and liabilities of the CompanyIssuer, all amounts due or to become principal, premium, if any, and interest, if any, due upon all Issuer Senior Debt Indebtedness shall first be paid in full, or provision shall be made for such payment, in cash or cash equivalents, before the Holders or the Trustee on their behalf of the Holders shall be entitled to receive any payment by (or on behalf of) the Company Issuer on account of principal of or premium, if any, or interest, if any, on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company Issuer on any Security (other than with of the moneySecurities upon any dissolution and liquidation of the Issuer, securities whether voluntary or proceeds held under any defeasance trust established involuntary, or in accordance with this Indenture) in connection with any such dissolutionbankruptcy, winding upinsolvency, liquidation reorganization, receivership or reorganizationsimilar proceeding relating to the Issuer, any payment or distribution of assets or securities of the Company Issuer of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf of the Holders would be entitled, but except for the provisions of this Article FifteenTwelve, shall be made by the Company Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent Custodian or other similar Person officer of the Issuer or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Issuer Senior Indebtedness (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Issuer Senior Debt remaining unpaid, Indebtedness held by such holders) or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issuedtheir Representatives, to the extent necessary to pay all such Issuer Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Issuer Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with to creditors upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness of the Company shall first be paid in full, or payment thereof provided for in cash or cash equivalentsmoney in accordance with its terms, before the Holders or the Trustee on their behalf shall be entitled to receive any payment is made by (or on behalf of) the Company on account of the Securitiesprincipal (and premium, if any) or any payment to acquire any of interest on the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Debentures; and upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Debentures or the Trustee on their behalf would be entitledentitled to receive from the Company, but except for the provisions of this Article FifteenArticle, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders of the Debentures or by the Trustee under the Indenture if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness of the Company for application (pro rata to such holders on the payment basis of all the respective amounts of Senior Debt remaining unpaidIndebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior 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, in cash money or cash equivalentsmoney's worth, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the Holders of the Debentures or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Debentures are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt shall Indebtedness will first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf shall of such Holders will be entitled to receive any payment by (or on behalf of) the Company of the principal of or interest on account of the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, the Company of the principal of, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, dissolution or winding up, up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall will be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payments duly provided for to the satisfaction of the holders of Senior Indebtedness, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the Securities, or any payment to acquire for the acquisition of any of the Securities for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securitiesotherwise. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf under this Indenture would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Indebtedness (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidIndebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt Indebtedness may have been issued, as their respective interest may appear, for application to the extent necessary to pay payment of Senior Indebtedness remaining unpaid until all such Senior Debt Indebtedness has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with securities, to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the money, securities benefit of creditors or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization marshalling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of the Senior Indebtedness, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the Securities, or any payment to acquire for the acquisition of any of the Securities for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securitiesotherwise. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf under this Indenture would be entitledentitled (other than any payments of fees and expenses of the Trustee and any indemnity made under Section 7.07), but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Indebtedness (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidIndebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Indebtedness remaining unpaid until all such Senior Debt Indebtedness has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. No payment on account of principal of (aor premium, if any) Upon or interest on this Note shall be made, if any default or event of default with respect to any Senior Debt, which permits or with the giving of notice or passage of time or both would permit the holders thereof (or a trustee on their behalf) to accelerate the maturity thereof, shall have occurred and be continuing. In the event this Note is declared due and payable before the maturity date hereof, or upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or upon any assignment by the Company for the benefit of creditors or any other marshalling of the assets of the Company, all principal of (and premium, if any) and interest due or to become due upon all Senior Debt (including any interest thereon occurring after the commencement of any such proceeding) shall first be paid in full before the holder of this Note shall be entitled to retain any assets (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated, at least to the same extent as this Note, to the payment of all Senior Debt which may at the time be outstanding, provided that the rights of the holders of the Senior Debt are not altered by such reorganization or readjustment) so paid or distributed in respect of this Note (for principal, premium, if any, or interest); and upon such dissolution or winding-up or liquidation or reorganization or assignment or marshalling of assets, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization shares of stock of the Company, whether voluntary Company as reorganized or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities 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, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets readjusted or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, the payment of any kind which is subordinated, at least to the same extent as this Note, to the payment of all Senior Debt which may at the time be outstanding or charactercommitted, whether in cash, property provided that the rights of the holders of the Senior Debt are not altered by such reorganization or securitiesreadjustment), to which the Holders or the Trustee on their behalf holders of this Note would be entitled, but except for the provisions of this Article FifteenSection, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person person making such payment or distribution, or by the Holders or the Trustee holders of this Note if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (pro rata to each such holder as their interests may appear on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidheld by such holder, or to including any interest thereon accruing after the trustee or trustees under any indenture pursuant to which commencement of any such Senior Debt may have been issuedproceedings) or their representatives, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of this Note. Should any payment, distribution, security or proceeds thereof, the receipt of which is prohibited by this Agreement, be received by the Shareholder prior to the satisfaction of all Senior Debt, the Shareholder will forthwith deliver the same to the holders of the Senior Debt in precisely the form received (except for the endorsement or assignment of the Shareholder where necessary), for application on any indebtedness, due or not due, of the Company to the Shareholder, and, until so delivered, the same shall be held in trust by the Shareholder as property of the holders of the Senior Debt. In the event of the failure of the Shareholder to make any such endorsement or assignment, the holders of the Senior Debt, or any of their officers or employees, are hereby irrevocably authorized to make the same. No holder of Senior Debt shall be prejudiced in his right to enforce subordination of this Note by any act or failure to act on the part of the Company. Subject to the payment in full of all Senior Debt, the holder of this Note shall be subrogated (equally and ratably with the holders of all indebtedness of the Company which, by its express terms, ranks on a parity with this Note and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of assets of the Company applicable to the Senior Debt until this Note shall be paid in full. For purposes of such subrogation, no payments or distributions on the Senior Debt pursuant to this Section shall, as between the Company, its creditors other than the holders of Senior Debt, and the holder of this Note, be deemed to be a payment by the Company to or on account of the Senior Debt, and no payments or distributions to the holders of this Note of assets by virtue of the subrogation herein provided for shall, as between the Company, its creditors other than the holder of Senior Debt, and the holders of this Note, be deemed to be a payment to or on account of this Note. The provisions of this Section are and are intended solely for the purpose of defining the relative rights of the holder of this Note, on the one hand, and the holders of Senior Debt, on the other hand, and nothing contained in this Section or in this Note is intended to or shall impair the obligation of the Company, which is unconditional and absolute, to pay the principal of (and premium, if any) and interest on this Note as and when the same shall become due and payable in accordance with its terms, or to affect the relative rights of the holders of this Note and creditors of the Company other than the holders of Senior Debt, nor shall anything herein prevent the holders of this Note from exercising all remedies otherwise permitted by applicable law upon default under this Note, subject to the rights, if any, under this Section, of the holders of Senior Debt in respect of cash, property or securities of the Company otherwise payable or delivered to the holders of this Note upon the exercise of any such remedy. Nothing contained in this Section 3.4 shall prevent conversion of this Note.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, assignment the holders of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Guarantor Senior Debt of such Guarantor shall first be paid entitled to receive payment in full, full in cash or cash equivalents, of all Obligations due in respect of such Guarantor Senior Debt before the Holders or of the Trustee on their behalf Securities shall be entitled to receive any payment by (such Guarantor of the principal of, or premium, if any, and interest or on behalf of) the Company on account of the SecuritiesSecurities pursuant to its Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (except that Holders may receive and retain Permitted Junior Securities). Before any payment (other than Permitted Junior Securities) may be made by, or on behalf of, any Guarantor of the Company principal of, or premium, if any, and interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or of the Trustee on their behalf Securities would be entitled, but for the subordination provisions of this Article FifteenNote Agreement, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Guarantor Senior Debt of such Guarantor (to such holders as their interests may appear, on the basis of the Company for application to the payment respective amounts of all such Guarantor Senior Debt remaining unpaid, held by such holders) or to the trustee their representatives or trustees agent or agents under any agreement or indenture pursuant to which any such Guarantor Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt in full, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities 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, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character (other than payments by a trust previously established pursuant to Article Eight) is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise, other than payments or distributions in Junior Securities. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character (other than payments by a trust previously established pursuant to Article Eight), whether in cash, property or securities, other than payments or distributions in Junior Securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the provisions of this Article FifteenTen, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidheld by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment proceedings (excluding any payment or distribution of assets for the benefit of creditors or other marshalling of assets Permitted Junior Securities and liabilities of the Companyany Defeasance Trust Payment), all amounts Senior Indebtedness then due or to become due upon all Senior Debt shall first be paid in full, full in cash or cash equivalents, before the Holders or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company of the principal of, premium, if any, or interest on account of the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution by the Company with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, dissolution or winding up, up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company of the principal of or interest on account of the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, dissolution or winding up, up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company of the principal of or interest on account of the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, dissolution or winding up, up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event of bankruptcy, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of the Holders of the Securities shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on of any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders of the Securities would be entitled, but for the subordination provisions of this Article FifteenTen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, distribution or by the Holders of the Securities or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issuedtheir representatives as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment all Guarantor Senior Indebtedness of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt such Guarantor shall first be paid in full, full in cash or cash equivalents, before the Holders of the Notes or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of or interest on the Notes pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Notes upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of the Indenture and this Article FifteenSupplemental Indenture, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all such Guarantor Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment proceedings or other marshalling of assets for the benefit of creditors or other marshalling of assets and liabilities of the Companycreditors, all amounts due or to become due upon all Senior Debt (including all interest accruing subsequent to the filing of a petition in bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) shall first be indefeasibly paid in full, in cash or cash equivalentscash, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the moneySecurity, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FifteenEleven, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, distribution or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution COFACE Agent for the benefit of the assets holders of the Company for application to the payment of all Senior Debt remaining unpaid, or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issuedDebt, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalentscash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under distribution of Permitted Junior Securities and excluding any defeasance trust established in accordance with this IndentureDefeasance Trust Payment), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders of the Notes or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securitiesprincipal of, premium, if any, or interest on the Notes, or any payment by the Company to acquire any of the Securities Notes for cash, property or securities, or any distribution by the Company with respect to the Securities Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Notes upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the SecuritiesNotes, or any payment to acquire for the acquisition of any of the Securities Notes for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securitiesotherwise. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidheld by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Obligor, of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companyany Obligor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership receivership, liquidation or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Companyproceeding, all amounts due or to become due upon all Senior Debt (including interest accruing subsequent to the commencement or filing of any petition in any bankruptcy or insolvency proceeding at the rate provided for in the documents governing such Senior Debt, whether or not such interest is an allowed claim enforceable against the debtor in a bankruptcy case under Title 11 of the United States Code) shall first be indefeasibly paid in full, in cash or cash equivalentscash, before the Holders or the Trustee on their behalf Subordinated Creditor shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSubordinated Debt, or any payment to acquire the Subordinate Debt or any of the Securities Note for cash, property or securities, securities or any distribution with respect to the Securities Subordinated Debt or any Note of any cash, property or securities. Before any payment may be made byin respect of the Subordinated Debt, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with upon any such dissolution, winding winding-up, liquidation or reorganization, any payment or distribution of assets or securities of the Company any Obligor of any kind or character, whether in cash, property or securities, to which Subordinated Creditor the Holders or the Trustee on their behalf holder of any Note would be entitled, but except for the provisions of this Article FifteenSubordination Agreement, shall be made by the Company such Obligor or by any receiver, liquidator, administrator, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders Subordinated Creditor or the Trustee holder of a Note if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidheld by such holders) or their respective representatives, or to including the trustee or trustees under any indenture pursuant to which any such Senior Debt Agent, as their respective interests may have been issuedappear, to the extent necessary to pay all such Senior Debt indefeasibly in full, in cash or cash equivalentscash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the money, securities benefit of creditors or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization marshaling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in full, full in cash or cash equivalentsCash Equivalents, before the Holders or the Trustee on their behalf such payment shall be entitled duly provided for to receive the satisfaction of the holders of Senior Debt before any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the SecuritiesSecurities or for the acquisition, redemption or any payment to acquire defeasance of any of the Securities for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securitiesotherwise. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, assignment, marshalling of assets, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf under this Indenture would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agentholders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders), or other Persons making payment or distribution of the assets of the Company for application to the payment of all Senior Debt remaining unpaidtheir respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, payment or distribution in cash or provision therefor Cash Equivalents to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company Company, as the case may be, of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Companyproceeding, all amounts due or to become due upon all Senior Debt (including interest accruing subsequent to the commencement or filing of any petition in any bankruptcy or insolvency proceeding at the rate provided for in the documents governing such Senior Debt, whether or not such interest is an allowed claim enforceable against the debtor in a bankruptcy case under Title 11 of the United States Code) shall first be indefeasibly paid in full, full in cash or cash equivalents, before the Holders or holder of the Trustee on their behalf Note shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSubordinated Obligations, or any payment to acquire any of the Securities Note for cash, property or securities, securities or any distribution with respect to the Securities Note of any cash, property or securities. Before any payment may be made by, by or on behalf of, of the Company on any Security (other than with of the moneySubordinated Obligations, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with upon any such dissolution, winding winding-up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or holder of the Trustee on their behalf Note would be entitled, but except for the provisions of this Article FifteenSubordination Agreement, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or holder of the Trustee Note if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidheld by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which 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 indefeasibly in full, full in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. No payment on account of principal of (aand premium, if any) Upon or interest on the Notes shall be made, and no Notes shall be purchased, either directly or indirectly, by the Company or any of its subsidiaries, if any default or Event of Default with respect to any Senior Indebtedness, which permits or with the giving of notice or passage of time or both would permit the holders thereof (or a trustee on their behalf) to accelerate the maturity thereof, shall have occurred and be continuing and the Company and the Trustee shall have received written notice thereof from the holders of at least 10% in principal amount of any kind or category of any Senior Indebtedness (or the representative or representatives of such holders) or the Trustee shall have received written notice thereof from the Company. In the event that any Note is declared due and payable before the date specified therein as the fixed date on which the principal thereof is due and payable pursuant to Article Six, or upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal of (and premium, if any) and interest due or to become due upon all Senior Indebtedness shall first be paid in full before the noteholders, or the Trustee, shall be entitled to retain any assets (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated, at least to the same extent as the Notes, to the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or readjustment) so paid or distributed in respect of the Notes (for principal or interest); and upon such dissolution or winding up or liquidation or reorganization any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization shares of stock of the Company, whether voluntary Company as reorganized or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities 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, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets readjusted or securities of the Company or any other corporation provided for by a plan of any kind reorganization or characterreadjustment, whether in cashthe payment of which is subordinated, property at least to the same extent as the Notes, to the payment of all Senior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Senior Indebtedness are not altered by such reorganization or securitiesreadjustment), to which the Holders noteholders or the Trustee on their behalf would be entitled, but except for the provisions of this Article FifteenSection, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person person making such payment or distribution, or by the Holders noteholders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Indebtedness (pro rata to each such holder on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaid, Indebtedness held by such holder) or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issuedtheir representatives, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the noteholders or to the Trustee.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or reorganization marshaling of the Companyassets of such Guarantor, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to any Guarantor or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or Obligations with respect to become due upon all Guarantor Senior Debt shall first be paid in full, in cash or cash equivalentsCash Equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the Securities, Notes or any payment to acquire any of the Securities Obligations of such Guarantor on its Guarantee, or for cash, the acquisition of any of the Notes for cash or property or securities, or any distribution otherwise; and until all such Obligations with respect to all Guarantor Senior Debt are paid in full in cash or Cash Equivalents, any distribution to which the Securities Holders of any cash, property or securities. Before any payment may the Notes would be entitled but for the subordination provisions will be made by, or on behalf of, to the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with holders of Guarantor Senior Debt as their interests may appear. Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, bankruptcy, insolvency, receivership or reorganizationsimilar proceeding or assignment for the benefit of creditors or marshaling of assets, any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Guarantor Senior Debt (PRO RATA to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Guarantor Senior Debt remaining unpaidheld by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment proceedings or other marshalling of assets for the benefit of creditors or other marshalling of assets and liabilities of the Companycreditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Fifteen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaid, held by such holders) or their representatives or to the any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, character (whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with securities) upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon with respect to all Senior Debt of such Guarantor shall first be paid in full, in cash or cash equivalentspayment provided for, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of or interest on the Securities pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets of the Company for application to the payment of all Senior Debt remaining unpaid, of such Guarantor or their representative(s) or to the trustee or trustees trustee(s) under any indenture pursuant to which 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, in cash or cash equivalents, full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all with respect to Senior Debt of the Company (including any interest accruing on or after, or which would accrue but for, an event of bankruptcy, regardless of whether such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall first be paid in full, or payment provided for, in either case in cash or cash equivalentsequivalents or otherwise in a form satisfactory to the holders of Senior Debt, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiesPayment. Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, dissolution or winding up, up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Debt of the Company for application (pro rata to such holders on the payment basis of all the respective amounts of Senior Debt remaining unpaid, held by such holders) or their representatives or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issuedissued as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, full in cash or cash equivalents, equivalents or otherwise in a form satisfactory to the holders of such Senior Debt after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company Borrower of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the CompanyBorrower, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account is made in respect of the Securities, or Senior Subordinated Notes (excluding any payment to acquire any or distribution of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiesPermitted Junior Securities). Before any payment may be made by, or on behalf of, the Company Borrower of the principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Senior Subordinated Notes upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company Borrower of any kind or character, whether in cash, property or securities, to which the Holders securities (excluding any payment or the Trustee on their behalf would be entitled, but for the provisions distribution of this Article Fifteen, Permitted Junior Securities) payment shall be made by the Company Borrower or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with excluding any payment or distribution of Permitted Junior Securities and excluding any distribution of any Collateral held in the money, securities or proceeds held under any defeasance trust established in accordance with this IndentureEscrow Account), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company of the principal of or interest on account of the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any distribution of any Collateral held in the Escrow Account). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any distribution of any Collateral held in the Escrow Account), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any payment insolvency or distribution of assets bankruptcy case or securities proceeding or other similar case or proceeding under any Federal or state bankruptcy or similar law, or any receivership, liquidation, arrangement, relief, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its assets, or (b) any liquidation, dissolution, reorganization, compromise, arrangement, adjustment, protection, composition, relief or other winding up of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Companyits debts, whether voluntary or involuntaryinvoluntary and whether or not involving any insolvency or bankruptcy or any case or proceeding of any kind, or in bankruptcy, insolvency, receivership or other proceedings, (c) any assignment of assets for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then, and in each such event, the holders of Indebtedness under any Working Capital Facility shall be entitled to receive payment in full of all amounts due or to become due upon on or in respect of all Senior Debt shall first be paid in full, in cash or cash equivalentsIndebtedness under any Working Capital Facility, before the Holders or the Trustee on their behalf shall be Company may make, and before any Holder of Securities is entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganizationretain, any payment or distribution of assets any kind or securities character (whether in cash, property or securities) on account of Securities, and to that end the Holders of Securities agree to promptly pay over, or cause to be paid over, to the holders of Indebtedness under any Working Capital Facility (pro rata to each such holder on the basis of the Company respective amounts of such Indebtedness held by such holder) any payment or distribution of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Fifteen, shall be made by received from the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution of the assets of the Company for application to the payment of all Senior Debt remaining unpaid, or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, to the extent necessary to pay or prepay in full the Indebtedness under any and all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtWorking Capital Facilities.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or reorganization marshaling of the Companyassets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Guarantor Senior Debt shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the SecuritiesNotes, or any payment to acquire for the acquisition of any of the Securities Notes for cash, cash or property or securitiesotherwise (except that Holders of Notes may receive securities of the Guarantor that are unsecured and subordinated at least to the same extent as the Notes to Guarantor Senior Debt as provided in the Indenture, do not have a maturity any shorter than the security which it is replacing and will not cause the Notes to be treated in any case or proceeding as part of the same class of claims as the Guarantor Senior Debt or any class of claims pari ---- passu with, or any distribution with respect to senior to, the Securities of any cash, property or securities. Before Guarantor Senior Debt for any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with ----- distribution). Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all such Guarantor Senior Debt remaining unpaidheld by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of such Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, character (whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with securities) upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon with respect to all Senior Debt of such Guarantor shall first be paid in full, full in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of, premium, if any, or interest on the Securities pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities Se- curities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets of the Company for application to the payment of all Senior Debt remaining unpaid, of such Guarantor or their representative(s) or to the trustee or trustees trustee(s) under any indenture pursuant to which 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, in cash or cash equivalents, full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company Holdings of any kind or charactercharacter to creditors, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or reorganization marshaling of the Companyassets of Holdings or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to Holdings or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Guarantor Senior Debt of Holdings shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt of Holdings, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of the Securitiesany Guarantee Obligations, or any payment to acquire for the acquisition of any of the Securities Notes for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securitiesotherwise. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company Holdings of any kind or character, whether in cash, property or securities, to which the Holders or of the Trustee on their behalf Notes would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company Holdings or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Guarantor Senior Debt of Holdings (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Guarantor Senior Debt remaining unpaidof Holdings held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt of Holdings may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Guarantor Senior Debt of Holdings remaining unpaid until all such Guarantor Senior Debt of Holdings has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtDebt of Holdings.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with securities, to creditors upon any dissolution, winding-up, liquidation, reorganization, assignment for the money, securities benefit of creditors or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization marshaling of assets and liabilities of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness of the Company shall first be paid in full, or payment thereof provided for in cash or cash equivalentsmoney in accordance with its terms, before the Holders or the Trustee on their behalf shall be entitled to receive any payment is made by (or on behalf of) the Company on account of the principal or of any premium or interest on the Securities, ; and upon any such dissolution or winding-up or liquidation or reorganization any payment to acquire any of by the Securities for cashCompany, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitledentitled to receive from the Company, but except for the provisions of this Article FifteenArticle, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness of the Company for application (pro rata to such holders on the payment basis of all the respective amounts of Senior Debt remaining unpaidIndebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior 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, in cash money or cash equivalentsmoney's worth, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the Holders of the Securities or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets as, or substantially as, an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as, or substantially as, an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the SecuritiesNotes, or any payment to acquire for the acquisition of any of the Securities Notes for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securitiesotherwise. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (PRO RATA to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidheld by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, character (whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with securities) upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership receiver- ship or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all with respect to Senior Debt of the Company (including any interest accruing subsequent to an event of bankruptcy or insolvency, whether or not allowed or allowable thereunder) shall first be paid in full, full in cash or cash equivalentscash, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company of the principal of, premium, if any, or interest on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, dissolution or winding up, up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Debt of the Company for application (pro rata to such holders on the payment basis of all the respective amounts of Senior Debt remaining unpaid, held by such holders) or their representative(s) or to the trustee or trustees trustee(s) under any indenture pursuant to which any such Senior Debt may have been issuedissued as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other similar proceedings, any assignment for the benefit of creditors or any marshalling of assets for the benefit of creditors or other marshalling of assets and liabilities of the Companycreditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing on or subsequent to, or which would have accrued but for the occurrence of, an event specified in Section 6.01(g), whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalentscash, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesNote Obligations, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security Note Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding winding-up, liquidation liquidate, reorganization, assignment, marshalling or reorganizationproceeding, any payment or distribution of assets or securities of for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Fifteen14, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution representatives of such Senior Indebtedness (PRO RATA to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders representatives of such Senior Debt.Indebtedness except that Holders of the Notes may receive:

Payment Over of Proceeds Upon Dissolution, Etc. No payment on account of principal of, premium, if any, or interest on, or redemption or purchase (aincluding, without limitation, a purchase pursuant to Article 14 of this Indenture) Upon any of, the Securities shall be made if, at the time of such payment or distribution immediately after giving effect thereto: (i) there shall exist a default in the payment of assets principal of, premium, if any, sinking funds or securities of the Company of any kind or character, whether in cash, property or securities interest (other than with the money, securities or proceeds held including a default under any defeasance trust established purchase or redemption obligations or a default in accordance with this Indenture), in connection with the payment of interest after the commencement of any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntaryinvoluntary or in bankruptcy, insolvency, receivership or other proceeding at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in such proceeding) with respect to any Senior Indebtedness, or (ii) there shall have occurred an event of default (other than a default in the payment of principal, premium, if any, sinking funds or interest) with respect to any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holders thereof to accelerate the maturity thereof and such event of default shall not have been cured or waived or shall not have ceased to exist. Notwithstanding the foregoing, the Company may make, and the Trustee may receive and shall apply, any payment in respect of the Securities (for principal, premium, if any, or interest or purchase) if such payment was made prior to the occurrence of any of the contingencies specified in clauses (i) and (ii) above. Upon (i) any acceleration of the principal amount due on the Securities or (ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets all principal of, premium, if any, sinking fund and liabilities of the Company, all amounts interest due or to become due upon all Senior Debt Indebtedness shall first be paid in fullfull (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in such proceeding), or payment thereof provided for in cash or cash equivalentsin accordance with its terms, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company is made on account of the Securitiesprincipal of, or any payment to acquire any of the Securities for cash, property or securitiesinterest on, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf purchase of, the Company on any Security (other than with indebtedness evidenced by the moneySecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with and upon any such dissolution, dissolution or winding up, up or liquidation or reorganization, reorganization any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders holders of the Securities or the Trustee on their behalf under this Indenture would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders holders of the Securities or by the Trustee under this Indenture if received by them or it, as the case may be, directly to the trustee holders of Senior Indebtedness (in accordance with their relative priority and otherwise pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder) or their representatives, to the extent necessary to pay all Senior Indebtedness in full (including interest after the commencement of any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, receiverinsolvency, liquidating trustee, custodian, assignee, agent, receivership or other Persons making proceedings, at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in such proceeding), in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Securities or to the Trustee under this Indenture. If any default or event described in the first paragraph of this Section 1302 shall have occurred, any payment or distribution of the assets of the Company for application to of any kind or character, whether in cash, property or securities, received by the payment Trustee or the holders of the Securities before all Senior Debt remaining unpaidIndebtedness is paid in full (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in such proceeding) or provision made for such payment, in accordance with its terms shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may Indebtedness have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Debt Indebtedness in fullfull in accordance with its terms (including interest after the commencement of any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in cash bankruptcy, insolvency, receivership or cash equivalentsother proceedings, at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in such proceeding), after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. Subject to the payment in full of all Senior Indebtedness, including the payment of any interest in respect of any interest payment date occurring after the commencement of any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceeding, the holders of the Securities (together with the holders of any other indebtedness of the Company which is subordinated in right of payment to the payment in full of all Senior Indebtedness,which is not subordinated in right of payment to the Securities and which by its terms grants such right of subrogation to the holders thereof) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Company made on the Senior Indebtedness until the principal of, premium, if any, and interest on, or purchase of, the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payment over pursuant to the provisions of this Article to the holders of Senior Indebtedness by the holders of the Securities or the Trustee, shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of Securities, be deemed to be a payment by the Company to the holders of or on account of Senior Indebtedness, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of Senior Indebtedness, on the other hand.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with including any payment made to Holders of the moneySecurities under the terms of Indebtedness subordinated to the Securities, securities but excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in- voluntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all with respect to Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company of the principal of or interest or Additional Interest on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any pay- ment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, the Company of the principal of or interest or Additional Interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities se- curities of the Company of any kind or character, whether in cash, property or securitiessecurities (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any pay- ment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person Per- son making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees under any agreement or indenture pursuant to which any of such Senior Debt Indebtedness may have been issued, as their respective inter- ests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, full in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securi- ties of the Company of any kind or character, whether in cash, property or se- curities, shall 80

Payment Over of Proceeds Upon Dissolution, Etc. In the event and during the continuation of any default by the Company in the payment of any principal of or any premium or interest on any Senior Debt (afollowing any grace period, if applicable) Upon when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or any premium or interest (including any Additional Interest) on any of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of a bankruptcy, insolvency or other proceeding described in clause (e) or (f) of the definition of Event of Default (each such event, if any, herein sometimes referred to as a “Proceeding”), all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution distribution, whether in cash, securities or other property, shall be made to any Holder of assets any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any kind Proceeding) shall have been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, the Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and premium, if any, and interest (including any Additional Interest) on the Securities and such other obligations before any payment or characterother distribution, whether in cash, property or securities (other than with the moneyotherwise, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities 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, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company made on account of the Securities, any Equity Interests or any payment to acquire any obligations of the Securities for cash, property or securities, or any distribution with respect Company ranking junior to the Securities of any cashand such other obligations. If, property or securities. Before any payment may be made by, or on behalf of, notwithstanding the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganizationforegoing, any payment or distribution of assets any character or securities of the Company of any kind or charactersecurity, whether in cash, securities or other property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions (other than securities of this Article Fifteen, shall be made by the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at the time outstanding and to any receiversecurities issued in respect thereof under any such plan of reorganization or readjustment) shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt shall have been paid in full, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distributiondistribution or security shall be received in trust for the benefit of, and shall be paid over or by delivered and transferred to, the Holders or the Trustee if received by them or it, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets of Senior Debt at the Company time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, to the extent necessary to pay all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) in full, in cash . In the event of the failure of the Trustee or cash equivalents, after giving effect any Holder to endorse or assign any concurrent such payment, distribution or provision therefor security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders, at the expense of the Company, shall take such reasonable action (including the delivery of this Indenture to an agent for any holders of Senior Debt or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed to prevent such Senior Debtobligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities. Payment Permitted If No Default. Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time, except during the pendency of the conditions described in paragraph (a) of Section 12.2 or of any Proceeding referred to in Section 12.2, from making payments at any time of principal of and any premium or interest (including any Additional Interest) on the Securities or (b) the application by the Trustee of any moneys deposited with it hereunder to the payment of or on account of the principal of and any premium or interest (including any Additional Interest) on the Securities or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge (in accordance with Section 12.8) that such payment would have been prohibited by the provisions of this Article XII, except as provided in Section 12.8.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in the event of (a) Upon any payment insolvency or distribution of assets bankruptcy case or securities of the proceeding, or any receivership, examinership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any kind or character, whether in cash, property or securities such Company (other than with the moneyany liquidation, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or other winding up or total or partial liquidation or reorganization of any Company permitted under the CompanyCredit Agreement), whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or in bankruptcy, insolvency, receivership or other proceedings, (c) any assignment of assets for the benefit of creditors or other any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”), then and in any such event, the CompanyAdministrative Agent shall be entitled to receive, for the benefit of the Administrative Agent and the other Secured Parties as their respective interests may appear, Payment in Full of all amounts due or to become due upon (whether or not an Event of Default has occurred under the terms of the Loan Documents, or any other documents or instruments evidencing the Senior Debt or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or holder of any Intercompany Indebtedness owed by the Trustee on their behalf shall be Distributing Company is entitled to receive any payment by (or on behalf of) the Company on account of the Securitiesprincipal of or interest on such Intercompany Indebtedness, or any and to that end, the Administrative Agent shall be entitled to receive, for application to the payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganizationSenior Debt, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which may be payable or deliverable in respect of the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Fifteen, shall be made Intercompany Indebtedness owed by the Distributing Company or by in any receiversuch case, trustee in bankruptcyproceeding, liquidating trusteedissolution, agent liquidation or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution of the assets of the Company for application to the payment of all Senior Debt remaining unpaid, or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debtwinding up event.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company Issuer of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the CompanyIssuer or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Issuer or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in such proceeding) shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the Senior Subordinated Securities, or any payment to acquire for the acquisition of any of the Senior Subordinated Securities for cash, cash or property or securities, or any distribution with respect to otherwise (except that Holders of the Senior Subordinated Securities of any cash, property or securitiesmay receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Company Issuer of any Obligations on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Senior Subordinated Securities upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company Issuer of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), to which the Holders of the Senior Subordinated Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company Issuer or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Debt of Cadmus (PRO RATA to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, held by such holders) or their Representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company Holdings of any kind or charactercharacter to creditors, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or reorganization marshaling of the Companyassets of Holdings or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to Holdings or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Guarantor Senior Debt of Holdings shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt of Holdings, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of the Securitiesany Guarantee Obligations, or any payment to acquire for the acquisition of any of the Securities Notes for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securitiesotherwise. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company Holdings of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company Holdings or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Guarantor Senior Debt of Holdings (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Guarantor Senior Debt remaining unpaidof Holdings held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt of Holdings may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Guarantor Senior Debt of Holdings remaining unpaid until all such Guarantor Senior Debt of Holdings has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtDebt of Holdings.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, an assignment of assets for the benefit of creditors or other marshalling of assets and liabilities any marshaling of the Company’s assets, all amounts due or to become due upon all the holders of Senior Debt of the Company shall first be paid entitled to receive payment in full, full in cash or cash equivalents, of all Obligations due in respect of such Senior Debt before the Holders or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company of the principal of or interest on account of the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (except that the Holders may receive and retain (I) Permitted Junior Securities and (II) payments made from the defeasance trust described under Article 8). Before any payment (other than Permitted Junior Securities or by virtue of the defeasance trust) may be made by, or on behalf of, the Company of the principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Debt (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company Issuer of any kind or character, whether in cash, property or securities (other than with including any payment made to Securityholders under the money, securities or proceeds held under any defeasance trust established in accordance with this Indentureterms of Indebtedness subordinated to the Securities), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the CompanyIssuer, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) of the Company Issuer of the principal of or interest on account of or other amounts with respect to the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company Issuer of the principal of or interest on any Security (or other than amounts with respect to the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of the Company Issuer of any kind or character, whether in cash, property or securitiessecurities (including any payment made to Securityholders under the terms of Indebtedness subordinated to the Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their agents or representatives or to the trustee or trustees under any indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under distribution of Permitted Junior Securities and excluding any defeasance trust established in accordance with this IndentureDefeasance Trust Payment), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness then due shall first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company of the principal of, premium, if any, or interest on account of the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution by the Company with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event of bankruptcy, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of the Holders of the Securities shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on of any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf of the Holders of the Securities would be entitled, but for the subordination provisions of this Article FifteenTen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, distribution or by the Holders of the Securities or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata) to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issuedtheir representatives as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior 79 -72- Securities), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment all Guarantor Senior Indebtedness of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt such Guarantor shall first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of or interest on the Securities pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all such Guarantor Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Senior Debt Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness whether or not such interest is an allowed claim in such proceeding) shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Indebtedness, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the Securities, or any payment to acquire for the acquisition of any of the Securities for cash, cash or property or securities, or any distribution with respect to otherwise (except that holders of the Securities of any cash, property or securitiesmay receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Company of any Obligations on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness of the Company for application (pro rata to such holders on the payment basis of all the respective amounts of Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or 67 68 indenture pursuant to which 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, full in cash or cash equivalents, Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, character (whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with securities) upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all with respect to Senior Debt of the Company (including any interest accruing subsequent to an event of bankruptcy or insolvency, whether or not allowed or allowable thereunder) shall first be paid in full, in cash or cash equivalentspayment provided for, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company of the principal of or interest on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution distribu tion with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company of the principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, dissolution or winding up, up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Debt of the Company for application (pro rata to such holders on the payment basis of all the respective amounts of Senior Debt remaining unpaid, held by such holders) or their representative(s) or to the trustee or trustees trustee(s) under any indenture pursuant to which any such Senior Debt may have been issuedissued as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment all Guarantor Senior Indebtedness of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt such Guarantor shall first be paid in full, full in cash or cash equivalents, before the Holders of the Notes or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of, premium, if any, or interest on the Notes pursuant to such Guarantor's Guaranty, 105 or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Notes upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all such Guarantor Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in such proceeding) shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the Senior Subordinated Securities, or any payment to acquire for the acquisition of any of the Senior Subordinated Securities for cash, cash or property or securities, or any distribution with respect to otherwise (except that Holders of the Senior Subordinated Securities of any cash, property or securitiesmay receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Company of any Obligations on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Senior Subordinated Securities upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), to which the Holders of the Senior Subordinated Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Debt of the Company for application (PRO RATA to such holders on the payment basis of all the respective amounts of Senior Debt remaining unpaidheld by such holders) or their Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a1) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with to creditors upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing under the New Credit Facility subsequent to an event of bankruptcy whether or not such interest is an allowed claim in such proceeding) shall first be paid in full, full in cash or Cash Equivalents, or payment provided for in cash equivalents, or Cash Equivalents before the Holders or the Trustee on their behalf shall be entitled to receive any payment by of any kind or character (or on behalf ofexcluding Permitted Junior Securities) the Company may be made on account of the Securitiesprincipal of, premium, if any, or any payment interest or Liquidated Damages, if any, on the Notes, or to acquire or redeem any of the Securities Notes for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securities(excluding Permitted Junior Securities). Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, or interest or Liquidated Damages, if any, on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Notes upon any such dissolution, winding dissolution winding-up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but except for the provisions of this Article Fifteen10, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Indebtedness (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidIndebtedness held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Indebtedness remaining unpaid until all such Senior Debt Indebtedness has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with to creditors upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt shall first be paid in full, or payment thereof provided for in cash or cash equivalentsmoney in accordance with its terms, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company is made on account of the Securitiesprincipal with its terms, or before any payment to acquire any is made on account of the Securities for cashprincipal (and premium, property if any) or securities, interest on the Securities; and upon any such dissolution or any distribution with respect to the Securities of any cash, property winding-up or securities. Before liquidation or reorganization any payment may be made byby the Company, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but except for the provisions of this Article FifteenFourteen, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidheld by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any such instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, in cash money or cash equivalentsmoney's worth, after giving effect to any concurrent paymentpayment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of Securities or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders of the Securities before all Senior Debt is paid in full, or provision therefor 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 Senior Debt or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt 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 Fourteen, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Fourteen with respect to the Securities to the payment of all Senior 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 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 reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes of this Section 1403 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight hereof. Nothing in Section 1402 or in this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with to creditors upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness of the Company shall first be paid in full, or payment thereof provided for in cash or cash equivalentsmoney in accordance with its terms, before the Holders or the Trustee on their behalf shall be entitled to receive any payment is made by (or on behalf of) the Company on account of the Securitiesprincipal (and premium, if any) or any payment to acquire any of interest on the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Convertible Debentures; and upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Convertible Debentures or the Trustee on their behalf would be entitledentitled to receive from the Company, but except for the provisions of this Article FifteenArticle, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders of the Convertible Debentures or by the Trustee under the Indenture if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness of the Company for application (pro rata to such holders on the payment basis of all the respective amounts of Senior Debt remaining unpaidIndebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior 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, in cash money or cash equivalentsmoneys worth, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the Holders of the Convertible Debentures or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. For purposes of this Article only, the words cash, property or securities shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Convertible Debentures are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article IX of the Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article IX of the Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities and excluding Defeasance Trust Payment), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders of the Notes or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securitiesprincipal of, premium, if any, or interest on the Notes, or any payment by the Company to acquire any of the Securities Notes for cash, property or securities, or any distribution by the Company with respect to the Securities Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Notes upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (ai) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the CompanyCompany or assignment for the benefit of creditors of the Company or similar proceeding, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders or of the Trustee on their behalf Notes shall be entitled to receive any payment by (or on behalf of) of the Company of, the principal of, premium, if any, or interest on account of the SecuritiesNotes, or any payment by or on behalf of the Company to acquire any of the Securities Notes for cash, property or securities, or any distribution by the Company with respect to the Securities Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any such payment or distribution may be made by, or on behalf of, the Company in respect of the principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Notes upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganizationreorganization or assignment for the benefit of creditors of the Company or similar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or of the Trustee on their behalf Notes would be entitled, but for the subordination provisions of this Article Fifteenthe Notes, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property property, or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Designated Senior Debt shall first be paid in full, full in cash or cash equivalentsCash Equivalents (including interest after the commencement of any bankruptcy or other like proceeding at the rate specified in the applicable Designated Senior Debt, whether or not such interest is an allowed claim in any such proceeding), before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of the Securitiesany Obligations on, or any payment to acquire with respect to, the Notes, or for the acquisition of any of the Securities Notes for cash, cash or property or securitiesotherwise, or including any distribution with respect to the Securities of any cash, property or securitiesPermitted Open Market Purchases. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf under this Indenture would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Designated Senior Debt (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Designated Senior Debt remaining unpaidheld by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Designated Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Designated Senior Debt remaining unpaid until all such Designated Senior Debt has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor therefore to or for the holders of such Designated Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment all Guarantor Senior Indebtedness of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt such Guarantor shall first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of or interest on the Securities pursuant to such Guarantor's Guaranty, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Guarantor Senior Indebtedness of such Guarantor (PRO RATA to such holders on the basis of the Company for application to the payment respective amounts of all such Guarantor Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under distribution of Permitted Junior Securities and excluding any defeasance trust established in accordance with this IndentureDefeasance Trust Payment), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company of the principal of or interest on account of the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (PRO RATA to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, an assignment of assets for the benefit of creditors or other marshalling of assets and liabilities any marshaling of the Company's assets, 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, of all Obligations due in respect of such Senior Indebtedness (including interest after the commencement of any proceeding at the rate specified in the applicable Senior Indebtedness) before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company of the principal of or interest or Liquidated Damages, if any, on account of the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company of the principal of or interest or Liquidated Damages, if any, on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under distribution of Permitted Junior Securities and excluding any defeasance trust established in accordance with this IndentureDefeasance Trust Payment), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders of the Notes or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securitiesprincipal of, premium, if any, or interest on the Notes, or any payment by the Company to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Notes upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of the Indenture and this Article FifteenSupplemental Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company Guarantor of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the CompanyGuarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, assignment the holders of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or Guarantor 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, of all Obligations due in respect of such Guarantor Senior Indebtedness before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account Guarantor of the Securitiesprincipal of or premium, if any, and interest or Liquidated Damages, if any, on the Securities pursuant to the Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company Guarantor of the principal of or premium, if any, and interest or Liquidated Damages, if any, on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of the Company Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Guarantor Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Guarantor Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such the Guarantor Senior Debt Indebtedness in full, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with securities, to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the money, securities benefit of creditors or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization marshaling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations (including interest accruing after the commencement date of any such proceeding whether or not allowable as a claim in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts any such proceeding) due or to become due upon all Senior Debt shall first be paid in full, full in cash or cash equivalents, Cash Equivalents before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the SecuritiesNotes, or any payment to acquire for the acquisition of any of the Securities Notes for cash, cash or property or securities, or any distribution otherwise (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust described under Article Eight); and until all such Obligations with respect to all Senior Debt are paid in full in cash or Cash Equivalents, any distribution to which the Securities Holders of any cash, property or securities. Before any payment may the Notes would be entitled but for the subordination provisions will be made by, or on behalf of, to the Company on any Security holders of Senior Debt as their interests may appear (other than with except that Holders of the money, securities or proceeds held Notes may receive and retain permitted Junior Securities and payments made from the trust described under any defeasance trust established in accordance with this Indenture) in connection with Article Eight). Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, bankruptcy, insolvency, receivership or reorganizationsimilar proceeding or assignment for the benefit of creditors or marshalling of assets, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidheld by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtDebt (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust described under Article Eight).

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, character (whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with securities) upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all with respect to Senior Debt of the Company (including any interest accruing subsequent to an event of bankruptcy or insolvency, whether or not allowed or allowable thereunder) shall first be paid in full, full in cash or cash equivalentscash, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company of the principal of, premium, if any, or interest on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, dissolution or winding up, up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Debt of the Company for application (pro rata to such holders on the payment basis of all the respective amounts of Senior Debt remaining unpaid, held by such holders) or their representative(s) or to the trustee or trustees trustee(s) under any indenture pursuant to which any such Senior Debt may have been issuedissued as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment proceedings (excluding any payment or distribution of assets for the benefit of creditors or other marshalling of assets and liabilities of the CompanyPermitted Junior Securities), all amounts Guarantor Senior Indebtedness of such Guarantor then due or to become due upon all Senior Debt shall first be paid in full, full in cash or cash equivalents, before the Holders or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (such Guarantor of the principal of, premium, if any, or interest on behalf of) the Company on account of the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, dissolution or winding up, up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all such Guarantor Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Junior Securities), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment all Guarantor Senior Indebtedness of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt such Guarantor shall first be paid in full, full in cash or cash equivalents, before the Holders Noteholders or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of, premium, if any, or interest on the Notes pursuant to such Guarantor's Guaranty, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Notes upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Junior Securities), to which the Holders Noteholders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all such Guarantor Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the SecuritiesDebentures, or any payment to acquire for the acquisition of any of the Securities Debentures for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securitiesotherwise. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Debentures or the Trustee on their behalf under this Indenture would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidheld by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with to creditors upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt shall first be paid in full, or payment thereof provided for in cash or cash equivalentsmoney in accordance with its terms, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company is made on account of the principal (and premium, if any) or interest on the Junior Subordinated Securities, ; and upon any such dissolution or winding-up or liquidation or reorganization any payment to acquire any of by the Securities for cashCompany, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Subordinated Securities or the Trustee on their behalf would be entitled, but except for the provisions of this Article FifteenFourteen, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (pro rata to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidheld by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any such instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, in cash money or cash equivalentsmoney's worth, after giving effect to any concurrent paymentpayment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. 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 82 securities, prohibited by the foregoing, shall be received by the Trustee or the holders of the Junior Subordinated Securities before all Senior Debt is paid in full, or provision therefor 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 Senior Debt or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt 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 Fourteen, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Fourteen with respect to the Junior Subordinated Securities to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new corporation, if any, resulting from any such 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 reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes of this Section 1403 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight hereof. Nothing in Section 1402 or in this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment all Guarantor Senior Indebtedness of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt shall such Guarantor will first be paid in full, in cash or cash equivalents, full before the Holders of the Securities or the Trustee on their behalf shall of such Holders will be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of or interest on the Securities pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall will be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Guarantor Senior Indebtedness of such Guarantor (PRO RATA to such holders on the basis of the Company for application to the payment respective amounts of all such Guarantor Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon with respect to all Senior Debt of such Guarantor shall first be paid in full, in cash or cash equivalents, full before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of or interest on the Securities pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of the Company such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets of the Company for application to the payment of all Senior Debt remaining unpaid, of such Guarantor or their representatives or to the trustee or trustees under any indenture pursuant to which 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, in cash or cash equivalents, full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt shall Indebtedness will first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf shall of such Holders will be entitled to receive any payment by (or on behalf of) the Company of the principal of or interest on account of the Securities, or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, the Company of the principal of, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, dissolution or winding up, up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall will be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with to creditors upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness of the Company shall first be paid in full, or payment thereof provided for in cash or cash equivalentsmoney in accordance with its terms, before the Holders or the Trustee on their behalf shall be entitled to receive any payment is made by (or on behalf of) the Company on account of the Securitiesprincipal (and premium, if any) or any payment to acquire any of interest (including Additional Payments) on the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Debentures; and upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Debentures or the Trustee on their behalf would be entitledentitled to receive from the Company, but except for the provisions of this Article FifteenArticle, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders of the Debentures or by the Trustee under the Indenture if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness of the Company for application (pro rata to such holders on the payment basis of all the respective amounts of Senior Debt remaining unpaidIndebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior 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, in cash money or cash equivalentsmoney's worth, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the Holders of the Debentures or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Debentures are so subordinated as provided in this Article; provided, that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions 112 set forth in Article VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property property, or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in full, full in cash or cash equivalentsCash Equivalents (including interest after the commencement of any bankruptcy or other like proceeding at the rate specified in the applicable Senior Debt, whether or not such interest is an allowed claim in any such proceeding), before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of the Securitiesany Obligations on, or any payment to acquire with respect to, the Notes, or for 72 the acquisition of any of the Securities Notes for cash, cash or property or securities, or any distribution with respect to the Securities of any cash, property or securitiesotherwise. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the provisions of this Article Fifteenhereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or itthem, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of Senior Debt (PRO RATA to such holders on the basis of the assets respective amounts of the Company for application to the payment of all Senior Debt remaining unpaidheld by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor therefore to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in such proceeding) shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the Senior Subordinated Securities, or any payment to acquire for the acquisition of any of the Senior Subordinated Securities for cash, cash or property or securities, or any distribution with respect to otherwise (except that Holders of the Senior Subordinated Securities of any cash, property or securitiesmay receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Company of any Obligations on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Senior Subordinated Securities upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), to which the Holders of the Senior Subordinated Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Debt of the Company for application (PRO RATA to such holders on the payment basis of all the respective amounts of Senior Debt remaining unpaid, held by such holders) or their Representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneyexcluding any payment in, securities or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of, Permitted Junior Securities and excluding Defeasance Trust Payment), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders or the Trustee on their behalf of such Holders shall be entitled to receive any payment or distribution by (or on behalf of) of the Company on account of with respect to the principal of, premium, if any, or interest on, or other Obligations with respect to, the Securities, or any payment or distribution by or on behalf of the Company to acquire any of the Securities or related Obligations for cash, property or securities, or any payment or distribution by or on behalf of the Company with respect to the Securities of any cash, property or securitiessecurities (excluding any payment in, or distribution of, Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment or distribution may be made by, or on behalf of, the Company on any Security (with respect to the principal of, premium, if any, or interest on, or other than Obligations with respect to the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganizationreorganization or in bankruptcy, insolvency, receivership or other proceedings, any payment in, or distribution of of, assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under distribution of Permitted Junior Securities and excluding any defeasance trust established in accordance with this IndentureDefeasance Trust Payment), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders of the Notes or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securitiesprincipal of, premium, if any, or interest on the Notes, or any payment by the Company to acquire any of the Securities Notes for cash, property or securities, or any distribution by the Company with respect to the Securities Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Notes upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under distribution of Permitted Junior Securities and excluding any defeasance trust established in accordance with this IndentureDefeasance Trust Payment), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the CompanyCompany or assignment for the benefit of creditors of the Company or similar proceeding, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) of the Company of, the princi- pal of, premium, if any, or interest on account of the Securities, or any payment by or on behalf of the Company to acquire any of the Securities for cash, property or securities, or any distribution by the Company with respect to the Securities of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any such payment or distribution may be made by, or on behalf of, the Company in respect of the principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or liquidation or reorganizationreorganization or assignment for the benefit of creditors of the Company or similar proceeding, any payment or distribution of assets or securities of the Company company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Indebtedness (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all with respect to Senior Debt of the Company (including any interest accruing on or after, or which would accrue but for, an event of bankruptcy, regardless of whether such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall first be paid in full, or payment provided for, in either case in cash or cash equivalentsequivalents or otherwise in a form satisfactory to the holders of Senior Debt, before the Holders of the Securities or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiesPayment. Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, dissolution or winding up, up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Debt of the Company for application (pro rata to such holders on the payment basis of all the respective amounts of Senior Debt remaining unpaid, held by such holders) or their representatives or to the trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issuedissued as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, full in cash or cash equivalents, equivalents or otherwise in a form satisfactory to the holders of such Senior Debt after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 8.03(a) and before all obligations in respect of Senior Debt are paid in full, or payment provided for, such payment or distribution shall be received and held for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts Obligations due or to become due upon all Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in such proceeding) shall first be paid in full, full in cash or cash equivalents, Cash Equivalents before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the Securities, or any payment to acquire for the acquisition of any of the Securities for cash, cash or property or securities, or any distribution with respect to otherwise (except that holders of the Securities of any cash, property or securitiesmay receive and retain Permitted Junior Securities and Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Company of any Obligations on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Securities upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any Defeasance Trust Payment), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Debt of the Company for application (pro rata to such holders on the payment basis of all the respective amounts of Senior Debt remaining unpaid, held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneyexcluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of the Company, all amounts due or to become due upon all Senior Debt shall first be paid in full, full in cash or cash equivalents, before the Holders of the Notes or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securitiesprincipal of or interest or liquidated damages on the Notes, or any payment by the Company to acquire any of the Securities Notes for cash, property or securities, or any distribution by the Company with respect to the Securities Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, the Company of the principal of or interest or liquidated damages on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with Notes upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FifteenIndenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution holders of the assets Senior Debt (pro rata to such holders on the basis of the Company for application to the payment respective amounts of all Senior Debt remaining unpaid, held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which 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, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. In the event that, notwithstanding the foregoing, the Trustee or any holder of Notes receives any payment or distribution of assets of the Company of any kind, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of the Notes before all Senior Debt of the Company is paid in full in cash, then such payment or distribution will be held by the recipient in trust for the benefit of holders of Senior Debt and will be immediately paid on or delivered to the holders of Senior Debt or their representative or representatives to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent or distribution, or provision therefor, to or for the holders of Senior Debt.