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

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal (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 by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Subordinated Securities or the Trustee would be entitled, except for the provisions of this Article Fourteen, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their 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, to the extent necessary to pay all Senior Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of 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 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 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 by the Company, or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (other than with the money, to creditors upon 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 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 payment thereof provided for in money in accordance with its termscash equivalents, 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 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 (and premiumother than with the money, if anysecurities or proceeds held under any defeasance trust established in accordance with this Indenture) or interest on the Junior Subordinated Securities; and upon in connection with any such dissolution or winding-up or dissolution, winding up, liquidation or reorganization 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 Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the provisions of this Article FourteenFifteen, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person similar 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 holders 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 (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their representative or representativesremaining unpaid, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any 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 money cash or money's worthcash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before . (b) To the extent any payment of Senior Debt (whether by or distribution on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is made declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the holders of Junior Subordinated Securities Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the Trustee. extent the obligation to repay any Senior Debt is declared to be fraudulent or invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent or invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration or setting aside had not occurred. (c) In the event that, notwithstanding the foregoingprovision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities 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 Junior Subordinated Securities any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Senior Debt is are paid in full, in cash or provision is made for such payment in money in accordance with its termscash equivalents, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered 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 holders payment of all Senior Debt or their representative or representativesremaining unpaid, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt 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 payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. . (d) For purposes of this Article FourteenSection 15.3, the words, "words “cash, property or securities" ” shall not be deemed to include shares include, so long as the effect of stock this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 15.3 as part of the Company same class of claims as reorganized the Senior Debt or readjustedany class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation Person provided for by a plan of reorganization or readjustmentreadjustment that are subordinated, the payment of which is subordinated at least to the extent provided in this Article Fourteen with respect to that the Junior Subordinated Securities are subordinated, to the payment of all Senior Debt which may at the time be then outstanding; provided that (i) the Senior Debt is assumed by the if a new corporation, if any, resulting Person results from any such reorganization or readjustment, such Person assumes the Senior Debt 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 with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation Person upon the terms and conditions provided for in Article Eight hereof Section 8.1 of this Indenture shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the proposes purposes of this Section 1403 15.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article Eight hereof. Nothing in Section 1402 or in 8.1 of this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607Indenture.

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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to creditors upon any dissolution or winding-up or total liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash before the Holders of the Securities or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by the Company of the principal (and premium, if any) of or interest on 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 (excluding any payment or distribution of Permitted Junior Subordinated Securities; 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 the Securities upon any such dissolution or winding-up or total liquidation or reorganization 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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), shall be received paid by the Company to the Trustee or the holders any Holder of the Junior Subordinated 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 is Indebtedness are paid in full, or provision is made for such payment full in money in accordance with its termscash, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to by the Trustee (if the Notice required by Section 8.06 has been received by the Trustee) or the Holder to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor 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 readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five shall not be deemed a dissolution, winding-winding- up, liquidation or reorganization for the proposes purposes of this Section 1403 8.03 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 607Five.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment by the Company, Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest on the Junior Subordinated SecuritiesDebentures; and upon any such dissolution or winding-up or liquidation or reorganization reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Subordinated Securities Debentures or the Trustee would be entitledentitled to receive from the Company, except for the provisions of this Article FourteenArticle, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities Debentures or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any 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 money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of Junior Subordinated Securities 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 or the holders of the Junior Subordinated Securities before all Senior Debt 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 Debt Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Debt Indebtedness may have been issued, as and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all such Senior Debt Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior DebtIndebtedness. For purposes of this Article Fourteenonly, the words, words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the readjustment which are subordinated in right of 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 Indebtedness which may at the time be outstanding; outstanding to substantially the same extent as, or to a greater extent than, the Debentures are so subordinated as 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 readjustmentin this Article. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or properties and assets substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided for set forth in Article Eight hereof VIII shall not be deemed a dissolution, winding-winding up, liquidation or reorganization liquidation, reorganization, assignment for the proposes benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 1403 if the Person formed by such other corporation 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 stated set forth 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 607VIII.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets or securities of the Company Partnership of any kind or character, whether in cash, property or securitiessecurities (other than with the money, to creditors upon 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 CompanyPartnership, 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 Partnership, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or payment thereof provided for in money in accordance with its termscash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment is made by (or on behalf of) the Partnership on account of the principal 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 Partnership on any Security (and premiumother than with the money, if anysecurities or proceeds held under any defeasance trust established in accordance with this Indenture) or interest on the Junior Subordinated Securities; and upon in connection with any such dissolution or winding-up or dissolution, winding up, liquidation or reorganization reorganization, any payment by the Company, 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 of the Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the provisions of this Article FourteenFifteen, shall be paid made by the Company Partnership or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person similar 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 holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution of the assets of the Partnership for application to the payment of all Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their representative or representativesremaining unpaid, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any 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 money cash or money's worthcash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before . (b) To the extent any payment of Senior Debt (whether by or distribution on behalf of the Partnership, as proceeds of security or enforcement of any right of setoff or otherwise) is made declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the holders of Junior Subordinated Securities Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the Trustee. extent the obligation to repay any Senior Debt is declared to be fraudulent or invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent or invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration or setting aside had not occurred. (c) In the event that, notwithstanding the foregoingprovision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company Partnership 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 Junior Subordinated Securities any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Senior Debt is are paid in full, in cash or provision is made for such payment in money in accordance with its termscash equivalents, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to, the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution of the assets of the Partnership for application to the holders payment of all Senior Debt or their representative or representativesremaining unpaid, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt 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 payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. . (d) For purposes of this Article FourteenSection 15.3, the words, "words “cash, property or securities" ” shall not be deemed to include shares include, so long as the effect of stock this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 15.3 as part of the Company same class of claims as reorganized the Senior Debt or readjustedany class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company Partnership or any other corporation Person provided for by a plan of reorganization or readjustmentreadjustment that are subordinated, the payment of which is subordinated at least to the extent provided in this Article Fourteen with respect to that the Junior Subordinated Securities are subordinated, to the payment of all Senior Debt which may at the time be then outstanding; provided that (i) the Senior Debt is assumed by the if a new corporation, if any, resulting Person results from any such reorganization or readjustment, such Person assumes the Senior Debt 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 Partnership with, or the merger of the Company Partnership with or into, another corporation Person or the liquidation or dissolution of the Company Partnership following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation Person upon the terms and conditions provided for in Article Eight hereof Section 8.1 of this Indenture shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the proposes purposes of this Section 1403 15.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article Eight hereof. Nothing in Section 1402 or in 8.1 of this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, 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, 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 proceedingsproceeding, 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 payment thereof provided for in money in accordance with its termscash equivalents, before the holder of any Note shall be entitled to receive any payment is made on account of the principal (and premiumSubordinated Obligations, if any) or interest any payment to acquire a Note for cash, property or securities or any distribution with respect to a Note of any cash, property or securities. Before any payment may be made by or on behalf of the Junior Company of the Subordinated Securities; and Obligations, upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization 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 holder of the Junior Subordinated Securities or the Trustee a Note would be entitled, except for the provisions of this Article FourteenSubordination Agreement, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders holder of the Junior Subordinated Securities or by the Trustee under this Indenture such Note if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt indefeasibly in full, full in money cash or money's worth, cash equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. . (b) In the event that, notwithstanding the foregoingforegoing provision of this Section 3 prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee holder of a Note at a time when such payment or the holders distribution is prohibited by Section 3(a) of the Junior Subordinated Securities this Subordination Agreement and before all obligations in respect of Senior Debt is are indefeasibly paid in full, full in cash or provision is made for such payment in money in accordance with its termscash equivalents, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior 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 until all such Senior Debt has been indefeasibly paid in full in money in accordance with its termscash or cash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. . (c) For purposes of this Article FourteenSubordination Agreement, the words, words "cash, property or securities" shall not be deemed to include shares include, so long as the effect of stock this Section 3(c) is not to cause any Note to be treated in any case or proceeding or similar event described in this Subordination Agreement as part of the Company same class of claims as reorganized the Senior Debt or readjustedany class of claims on a parity with or senior to the Senior Debt for any payment or distribution, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustmentreadjustment which are subordinated, the payment of which is subordinated to at least to the same extent provided in this Article Fourteen with respect to the Junior Subordinated Securities as such Note to the payment of all Senior Debt which may at the time be then outstanding; provided that (i) the Senior Debt is assumed by the if a new corporation, if any, resulting corporation or entity results from any such reorganization or readjustment, such corporation or entity assumes the Senior Debt 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 with or into, another a corporation (or other entity) 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 or entity upon the terms and conditions provided for in Article Eight hereof conditions, if any, allowed by the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes 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 607Senior 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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to creditors upon any dissolution or winding-winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall Indebtedness will first be paid in full, full in cash before the Holders of the Securities or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders will be entitled to receive any payment is made on account by the Company of the principal (and premium, if any) of or interest on 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 (excluding any payment or distribution of Permitted Junior Subordinated Securities; and ). Before any payment may be made by, or on behalf of, the Company of the principal of, or interest on the Securities upon any such dissolution or winding-winding up or liquidation or reorganization 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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall will be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of the Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or the holders any Holder of the Junior Subordinated Securities at a time when such payment or distribution is prohibited by Section 10.03(a) and before all obligations in respect of Senior Debt is Indebtedness are paid in fullfull in cash, or provision is made for such payment in money in accordance with its termsprovided for, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor 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 readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof 5 (or any replacement provisions as contemplated by Article 5) shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the proposes purposes of this Section 1403 10.03 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 5 (or in this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607any replacement provisions as contemplated by Article 5).

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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to creditors upon any dissolution or winding-up or total liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash before the Holders of the Notes or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by the Company of the principal (and of, premium, if any) , or interest on the Notes, or any payment by the Company to acquire any of the Notes for cash, property or securities, or any distribution by the Company with respect to the Notes of any cash, property or securities (excluding any payment or distribution of Permitted Junior Subordinated Securities; 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 the Notes upon any such dissolution or winding-up or total liquidation or reorganization 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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Junior Subordinated Securities Notes or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), shall be received paid by the Company to the Trustee or the holders any Holder of the Junior Subordinated Securities Notes at a time when such payment or distribution is prohibited by SECTION 8.03(a) and before all obligations in respect of Senior Debt is Indebtedness are paid in full, or provision is made for such payment full in money in accordance with its termscash, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to by the Trustee (if the Notice required by SECTION 8.06 has been received by the Trustee) or the Holder to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor 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 readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 SECTION 8.03 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 607Five.

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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to creditors upon any dissolution or winding-winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash before the Holders of the Securities or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by the Company of the principal (and premium, if any) of or interest on 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 (excluding any payment or distribution of Permitted Junior Subordinated Securities; and ). Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding-winding up or liquidation or reorganization 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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or the holders any Holder of the Junior Subordinated Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Debt is Indebtedness are paid in fullfull in cash, or provision is made for such payment in money in accordance with its termsprovided for, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor 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 readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the proposes purposes of this Section 1403 11.03 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 Five (or in this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607any replacement provisions as contemplated by Article Five).

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment by the Company, Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or (a) dissolution, winding-up or up, liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, (b) general assignment for the benefit of creditors, (c) marshaling of any assets or liabilities for the benefit of creditors or (d) other similar proceedings, 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 money in accordance with its terms, before any payment or distribution is made on account of by the Company with respect to the principal (of and premium, if any) , or interest (including any Additional Interest) on the Junior Subordinated Securities, whether in cash, property or securities; and upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization reorganization, any payment by the Company, Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders holders of the Junior Subordinated Securities or the Trustee would be entitledentitled to receive from the Company, except for the provisions of this Article FourteenXIV, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders holders of the Junior Subordinated Securities or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any 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 money or money's ’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. In the event that, notwithstanding the foregoing, any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingforegoing paragraph, shall be received by the Trustee or the holders any holder of the Junior Subordinated Securities before all Senior Debt 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 (if received by the Trustee) and shall be paid over or delivered to the holders of such Senior Debt Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Debt Indebtedness may have been issued, as and their respective interests may appear, or to any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution for the Company, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all such Senior Debt Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior DebtIndebtedness. Upon any payment by or distribution of assets of the Company referred to in this Article XIV, the Trustee, subject to the provisions of Article VII, the holders of Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization is pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution for the Company, delivered to the Trustee or to the holders of Securities, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIV. For purposes of this Article FourteenXIV, the wordswords “any payment by the Company or distribution of assets of the Company of any kind or character, "whether in 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 XIV with respect to the Junior Subordinated Securities to the payment of all Senior Debt which Indebtedness of the Company, as the case may be, that may at the time be outstanding; provided that (i) the such Senior Debt Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, readjustment and (ii) the rights of the holders of the such Senior Debt Indebtedness are not, without the consent of such holders, altered by such 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 X shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 14.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight hereof. X. Nothing in Section 1402 14.02 or in this Section 1403 14.03 shall apply to claims of, or payments topayments, the Trustee under or pursuant to Section 6077.06 of this Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to creditors upon any dissolution or winding-up or total liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Guarantor Senior Debt Indebtedness of such Guarantor shall first be paid in full, full in cash before the Holders of the Notes or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by such Guarantor of the principal (and premium, if any) of or interest on the Notes pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Notes for cash, property or securities, or any distribution with respect to the Notes of any cash, property or securities (excluding any payment or distribution of Permitted Junior Subordinated Securities; and ). Before any payment may be made by, or on behalf of, any Guarantor of the principal of or interest on the Notes upon any such dissolution or winding-up or total liquidation or reorganization reorganization, any payment by the Company, 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 Junior Subordinated Securities Notes or the Trustee on their behalf would be entitled, except but for the subordination provisions of the Indenture and this Article FourteenSupplemental Indenture, shall be paid made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of the Guarantor Senior Debt Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by made directly to the Trustee or the holders any Holder of Notes at a time when such payment or distribution is prohibited by Section 8.3(a) and before all obligations in respect of the Junior Subordinated Securities before all Guarantor Senior Debt is Indebtedness of such Guarantor are paid in full, or provision is made for such payment full in money in accordance with its termscash, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to by the Trustee (if the Notice required by Section 8.6 has been received by the Trustee) or the Holder to, the holders of such Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Guarantor Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Guarantor Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor 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 readjustmentIndebtedness. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another corporation or the liquidation or dissolution of the Company any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Six shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 8.3 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 607Six.

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, to creditors 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, 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 payment thereof provided for in money in accordance with its termscash equivalents, before any payment is made on account the Holders of the principal (and premium, if any) Securities or interest the Trustee on behalf of the Junior Subordinated Securities; and upon any such dissolution or winding-up or liquidation or reorganization Holders of the Securities shall be entitled to receive any payment by the CompanyCompany on account of Senior 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 of any 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 Junior Subordinated Securities or the Trustee on behalf of the Holders of the Securities would be entitled, except but for the subordination provisions of this Article FourteenTen, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person similar Person making such payment or distribution, 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 holders of the Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their 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, representatives as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in money cash or money's worthcash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before Indebtedness. (b) To the extent any payment of Senior Indebtedness (whether by or distribution on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is made declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the holders Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes of Junior Subordinated Securities this Indenture as if such declaration, invalidity or to the Trustee. setting aside had not occurred. (c) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, 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 Junior Subordinated Securities any Holder at a time when such payment or distribution is prohibited by Section 10.03(a) and before all obligations in respect of Senior Debt is Indebtedness are paid in full, in cash or provision is made for such payment in money in accordance with its termscash equivalents, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their representative representatives, or representativesto the trustee under the Senior Note Indenture, or to the trustee or trustees under any other indenture pursuant to which any instruments evidencing any such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full full, in money in accordance with its termscash or cash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. Indebtedness. (d) For purposes of this Article FourteenSection 10.03, the words, words "cash, property or securities" shall not be deemed to include shares include, so long as the effect of stock this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 10.03 as part of the Company same class of claims as reorganized the Senior Indebtedness or readjustedany class of claims pari passu with, or senior to, the Senior Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustmentreadjustment that are subordinated, the payment of which is subordinated at least to the extent provided in this Article Fourteen with respect to that the Junior Subordinated Securities are subordinated, to the payment of all Senior Debt which may at the time be Indebtedness then outstanding; provided provided, however, that (i) the Senior Debt is assumed by the if a new corporation, if any, resulting corporation results from any such reorganization or readjustment, such corporation assumes the Senior Indebtedness and (ii) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation upon the terms and conditions provided for in Article Eight hereof Five shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the proposes purposes of this Section 1403 10.03 if such other corporation shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer, lease or transferother disposition, comply with the conditions stated provided 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 607Five.

Payment Over of Proceeds Upon Dissolution, Etc. Upon In the event of (a) any payment by the Companyinsolvency or bankruptcy case or proceeding, or distribution of assets of any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company of or to its assets, or (b) any kind or characterliquidation, whether in cash, property or securities, to creditors upon any dissolution or other winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary and whether or in not involving insolvency or bankruptcy, insolvency, receivership or (c) any assignment for the benefit of creditors or other proceedingsmarshaling of assets or liabilities of the Company (except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, all amounts due transfer or lease of its properties and assets substantially as an entirety upon the terms and conditions described under Article 10), then and in any such event: (i) the holders of Senior Indebtedness will be entitled to become due upon receive payment in full in cash or cash equivalents of all Senior Debt Indebtedness (including interest after the commencement of any bankruptcy, insolvency or similar proceeding at the rate specified in the applicable Senior Indebtedness, whether or not such interest is an allowed claim in any such proceeding), or provision shall first be paid made for such payment in full, or payment thereof provided for in money in accordance with its terms, before the holders of Notes will be entitled to receive any payment is or distribution of any kind or character (other than any payment made pursuant to Article 14 from monies or U.S. Government Obligations previously deposited with the Trustee) on account of the principal (and of, or premium, if any) , or interest on the Junior Subordinated Securities; and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Subordinated Securities or the Trustee would be entitled, except for the provisions of this Article Fourteen, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or it, directly with respect to the holders of Senior Debt Notes; and (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Companyii) 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, to the extent necessary to pay all Senior Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of 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 securitiessecurities (other than payments made pursuant to Article 14 from monies or U.S. Government Obligations previously deposited with the Trustee), prohibited by the foregoingset-off or otherwise, shall be received by the Trustee or to which the holders of the Junior Subordinated Securities before all Senior Debt is Notes or the Trustee would be entitled but for the provisions of this Indenture shall be paid in full, by the liquidating trustee or provision is made for such payment in money in accordance with its terms, agent or other Person making such payment or distribution shall be held distribution, whether a trustee in trust for the benefit of and shall be paid over bankruptcy, a receiver or delivered liquidating trustee or otherwise, directly to the holders of Senior Debt Indebtedness or their representative or representatives, or representatives ratably according 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 aggregate amounts remaining unpaid on account of the Senior Indebtedness to the extent necessary to pay make payment in full of all Senior Debt in full in money in accordance with its termsIndebtedness remaining unpaid, 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 readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer lease of its property as an entirety, or properties and assets substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided for set forth in Article Eight hereof 10 shall not be deemed a dissolution, winding-winding up, liquidation or reorganization liquidation, reorganization, assignment for the proposes benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 1403 if the Person formed by such other corporation consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions stated set forth 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 60710.

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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any distribution of any Collateral held in the Escrow Account), to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash before the Holders of the Securities or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by the Company of the principal (and premium, if any) of or interest on 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 (excluding any payment or distribution of Permitted Junior Subordinated Securities; 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 the Securities upon any such dissolution or winding-up or liquidation or reorganization 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 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 Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by securities (excluding any payment or distribution of Permitted Junior Securities and excluding any distribution of any Collateral held in the foregoingEscrow Account), shall be received by the Trustee or the holders any Holder of the Junior Subordinated 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 is Indebtedness are paid in fullfull in cash, or provision is made for such payment in money in accordance with its termsprovided for, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor 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 readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five shall not be deemed a dissolution, winding-winding- up, liquidation or reorganization for the proposes purposes of this Section 1403 8.03 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 Five. (c) Notwithstanding anything herein to the contrary, any Collateral received or otherwise obtained by any Holder or the Trustee upon exercise of its rights in Section 1402 or in respect thereof upon the occurrence of any Event of Default shall not be subject to this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6078.03.

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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to creditors upon any dissolution or winding-winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash before the Holders of the Securities or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by the Company of the principal (and premium, if any) of or interest on 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 (excluding any payment or distribution of Permitted Junior Subordinated Securities; and 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 the Securities upon any such dissolution or winding-winding up or liquidation or reorganization 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 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 Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by securities (excluding any payment or distribution of Permitted Junior Securities or from funds held in trust for the foregoingbenefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), shall be received by the Trustee or the holders any Holder of the Junior Subordinated Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Debt is Indebtedness are paid in full, or provision is made for such payment full in money in accordance with its termscash, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor 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 readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the proposes purposes of this Section 1403 11.03 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 Five (or in this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607any replacement provisions as contemplated by Article Five).

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 securitiessecurities (other than with the money, to creditors upon 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 involuntary, or in bankruptcy, insolvency, receivership or other proceedingsproceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or payment thereof provided for in money in accordance with its termscash equivalents, 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 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 (and premiumother than with the money, if anysecurities or proceeds held under any defeasance trust established in accordance with this Indenture) or interest on the Junior Subordinated Securities; and upon in connection with any such dissolution or winding-up or dissolution, winding up, liquidation or reorganization 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 Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the provisions of this Article FourteenFifteen, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person similar 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 holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the any trustee or trustees under any indenture pursuant to which any instruments evidencing any 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 money cash or money's worthcash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before . (b) To the extent any payment of Senior Debt (whether by or distribution on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is made declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the holders of Junior Subordinated Securities Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the Trustee. extent the obligation to repay any Senior Debt is declared to be fraudulent or invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent or invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration or setting aside had not occurred. (c) In the event that, notwithstanding the foregoingprovision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities 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 Junior Subordinated Securities any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Senior Debt is are paid in full, in cash or provision is made for such payment in money in accordance with its termscash equivalents, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representative or representatives, representatives or to the any trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full full, in money in accordance with its termscash or cash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. . (d) For purposes of this Article FourteenSection 15.3, the words, "words “cash, property or securities" ” shall not be deemed to include shares include, so long as the effect of stock this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 15.3 as part of the Company same class of claims as reorganized the Senior Debt or readjustedany class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation Person provided for by a plan of reorganization or readjustmentreadjustment that are subordinated, the payment of which is subordinated at least to the extent provided in this Article Fourteen with respect to that the Junior Subordinated Securities are subordinated, to the payment of all Senior Debt which may at the time be then outstanding; provided that (i) the Senior Debt is assumed by the if a new corporation, if any, resulting Person results from any such reorganization or readjustment, such Person assumes the Senior Debt 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 with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation Person upon the terms and conditions provided for in Article Eight hereof Section 8.1 of this Indenture shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the proposes purposes of this Section 1403 15.3 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article Eight hereof. Nothing in Section 1402 or in 8.1 of this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets or securities of the Company any Guarantor of any kind or character, character (whether in cash, property or securities, to creditors ) upon any dissolution or winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon with respect to all Senior Debt of such Guarantor shall first be paid in full, or payment thereof provided for in money in accordance with its termsfor, before the Holders or the Trustee on their behalf shall be entitled to receive any payment is made on account by such Guarantor of the principal (and premium, if any) of or interest on the Junior Subordinated Securities; and 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 principal of or interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization reorganization, any payment by the Company, 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 Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of the Senior Debt (pro rata to of such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) Guarantor or their representative or representatives, representative(s) or to the trustee or trustees trustee(s) under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, in money or money's worth, full after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. . (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets of the Company or securities of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders any Holder at a time when such payment or distribution is prohibited by Section 12.03(a) and before all obligations in respect of the Junior Subordinated Securities before all Senior Debt is of such Guarantor are paid in full, or provision is made for such payment in money in accordance with its termsprovided for, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of such Senior Debt or their representative or representativesrespective representative(s), or to the trustee or trustees trustee(s) under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Debt remaining unpaid to the extent necessary to pay until all such Senior Debt has been paid in full in money in accordance with its terms, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. For purposes of this Article 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 . (ic) 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 any Guarantor with, or the merger of the Company any Guarantor with or into, another corporation or the liquidation or dissolution of the Company any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five or Section 11.03 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes 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 Five or in this Section 1403 such Guarantor or successor entity shall apply to claims of, or payments to, be released from the Trustee under or Guarantee pursuant to the terms of Section 60711.03.

Payment Over of Proceeds Upon Dissolution, Etc. Upon No payment on account of principal of (or premium, if any) 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 by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or 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 amounts 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, 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 payment thereof readjusted or securities of the Company or any other corporation provided for in money in accordance with its termsby a plan of reorganization or readjustment, before any the payment of which is made on account 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 principal holders of the Senior Debt are not altered by such reorganization or readjustment) so paid or distributed in respect of this Note (and for principal, premium, if any) , or interest on the Junior Subordinated Securitiesinterest); and upon any such dissolution or winding-up or liquidation or reorganization or assignment or marshalling of assets, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (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 or 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 or committed, provided that the rights of the holders of the Senior Debt are not altered by such reorganization or readjustment), to which the Holders holders of the Junior Subordinated Securities or the Trustee this Note would be entitled, except for the provisions of this Article FourteenSection, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders holders of the Junior Subordinated Securities or by the Trustee under this Indenture Note if received by them or it, directly to the holders of Senior Debt (pro rata to each such holders holder as their interests may appear on the basis of the respective amounts of Senior Debt held by such holdersholder, as calculated by including any interest thereon accruing after the Companycommencement of any such proceedings) 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, to the extent necessary to pay all Senior Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities 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 Trusteesatisfaction 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 thatof the failure of the Shareholder to make any such endorsement or assignment, notwithstanding the foregoingholders 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 distribution distributions of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by applicable to the foregoing, Senior Debt until this Note shall be received by paid in full. For purposes of such subrogation, no payments or distributions on the Trustee or Senior Debt pursuant to this Section shall, as between the Company, its creditors other than the holders of Senior Debt, and the Junior Subordinated Securities before all holder of this Note, be deemed to be a payment by the Company to or on account of the Senior Debt 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 paid in fullintended to or shall impair the obligation of the Company, or provision which is made for such payment in money 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, such payment or distribution 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 be held 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 trust for respect of cash, property or securities of the benefit of and shall be paid over Company otherwise payable or delivered to the holders of Senior Debt or their representative or representatives, or to this Note upon 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 exercise 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 hereofremedy. Nothing in Section 1402 or contained in this Section 1403 3.4 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607prevent conversion of this Note.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets of the Company or a Guarantor to creditors in connection with a Proceeding: (i) the holders of Senior Claims shall be entitled to receive payment in full in cash in U.S. dollars (except where applicable law may require such payment in another currency) of all amounts due on or to become due on or in respect of all Senior Claims (or provision shall be made for such payment in cash in U.S. dollars (or such other currency), noncallable U.S. Government Obligations, or a combination thereof), before the Holders of the Notes are entitled to receive any payment or distribution of any kind or character whether in cash, property or securities, on account of the principal of or interest on the Notes or on account of any purchase, redemption or other acquisition of the Notes or on account of the relevant Guarantee of any such payment or distribution (all such payments, distributions, purchases, redemptions and acquisitions, and the relevant Guarantee of the foregoing, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a “Notes Payment”); and (ii) any payment or distribution of assets of the Company or any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution by set-off or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal (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 by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securitiesotherwise, to which the Holders of the Junior Subordinated Securities Notes or the Trustee would be entitled, except entitled but for the provisions of this Article Fourteen, VII shall be paid by the Company liquidating trustee or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or by the Holders of the Junior Subordinated Securities liquidating trustee or by the Trustee under this Indenture if received by them or itotherwise, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) Claims or their representative or representatives, representatives or to the trustee or trustees under any indenture pursuant to under which any instruments evidencing any of such Senior Debt Claims may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Claims held or represented by each, to the extent necessary to make payment in full in cash in U.S. dollars (except where applicable law may require such payment in another currency) of all Senior Claims remaining unpaid, after giving effect to any concurrent payment to the holders of such Senior Claims. (b) If, notwithstanding the foregoing provisions of this Section 702, the Trustee or the Holder of any Note shall have received in connection with any Proceeding any Notes Payment before all Senior Claims are paid in full in cash in U.S. dollars (except where applicable law may require such payment in another currency) (or provision made for such payment in cash in U.S. dollars (or such other currency), noncallable U.S. Government Obligations, or a combination thereof), and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee by written notice or, as their respective interests the case may appearbe, such Holder, then and in such event such Notes Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company or the relevant Guarantor for application to the payment of all Senior Claims remaining unpaid, to the extent necessary to pay all Senior Debt Claims in full, full in money cash in U.S. dollars (or money's worthsuch other currency), after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtClaims. (c) For purposes of this Article VII only, before the words “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 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 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 a payment or distribution of shares of stock of the Company as reorganized or readjusted, equity or securities of the Company or any other corporation a Guarantor provided for by a plan of reorganization or readjustment, the readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable Bankruptcy Law or of any other corporation provided for by such plan of reorganization or readjustment which shares of equity or securities are subordinated in right of 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 Claims that may at the time be outstanding; outstanding to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as 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 readjustmentin this Article VII. The consolidation of the Company or a Guarantor with, or the merger of the Company or a Guarantor into, another corporation Person or the liquidation or dissolution of the Company or a Guarantor following the conveyance or transfer of all or substantially all of its property properties and assets as an entirety, or substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided for set forth in this Article Eight hereof VII shall not be deemed a dissolution, winding-up, liquidation or reorganization Proceeding for the proposes purposes of this Section 1403 702 if the Person formed by such other corporation consolidation or into which the Company or a Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, 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 set forth in this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607Article VII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment by the Company, Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest (including Additional Payments) on the Junior Subordinated SecuritiesDebentures; and upon any such dissolution or winding-up or liquidation or reorganization reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Subordinated Securities Debentures or the Trustee would be entitledentitled to receive from the Company, except for the provisions of this Article FourteenArticle, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities Debentures or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any 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 money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of Junior Subordinated Securities 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, foregoing shall be received by the Trustee or the holders of the Junior Subordinated Securities before all Senior Debt 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 Debt Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Debt Indebtedness may have been issued, as and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all such Senior Debt Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior DebtIndebtedness. For purposes of this Article Fourteenonly, the words, words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the which are subordinated in right of 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 Indebtedness which may at the time be outstanding; outstanding to substantially the same extent as, or to a greater extent than, the Debentures are so subordinated as 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 readjustmentin this Article. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or properties and assets substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided for set forth in Article Eight hereof XII shall not be deemed a dissolution, winding-winding up, liquidation or reorganization liquidation, reorganization, assignment for the proposes benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 1403 if the Person formed by such other corporation 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 stated set forth 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 607XII.

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, to creditors upon in connection with 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 proceedingsproceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or payment thereof provided for in money in accordance with its termscash equivalents, 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 (and premiumSecurities, if any) or interest 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 Junior Subordinated Securities; and upon Company on any Security, in connection with any such dissolution or winding-up or dissolution, winding up, liquidation or reorganization reorganization, any payment by the Company, or distribution of assets of or securities for 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, except but for the provisions of this Article FourteenEleven, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person similar Person making such payment or distribution, 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 COFACE Agent for the benefit of the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their 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 appearDebt, to the extent necessary to pay all such Senior Debt in full, in money cash or money's worthcash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person from the holders of the Senior Debt, before the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any payment Senior Debt is declared to be fraudulent, invalid, or distribution is made otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to the holders of Junior Subordinated Securities be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or to the Trustee. setting aside had not occurred. (c) In the event that, notwithstanding the foregoingprovision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities 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 Junior Subordinated Securities any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Senior Debt is are paid in full, in cash or provision is made for such payment in money in accordance with its termscash equivalents, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the COFACE Agent for the benefit of 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 CompanyDebt, for application to the payment of all such Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt unpaid, in full in money in accordance with its termscash or cash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. . (d) For purposes of this Article FourteenSection 11.03, the words, "words “cash, property or securities" ” shall not be deemed to include shares (so long as the effect of stock this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 11.03 as part of the Company same class of claims as reorganized the Senior Debt or readjustedany class of claims pari passu with, or senior to) the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustmentreadjustment that are subordinated, the payment of which is subordinated at least to the extent provided in this Article Fourteen with respect to that the Junior Subordinated Securities are subordinated, to the payment of all Senior Debt which may at the time be then outstanding; provided that (i) the Senior Debt is assumed by the if a new corporation, if any, resulting corporation results from any such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holdersthe COFACE Agent, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation upon the terms and conditions provided for in Article Eight hereof Section 8.1 of the Original Indenture shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the proposes purposes of this Section 1403 11.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) 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, 8.1 of the Trustee under or pursuant to Section 607Original Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets or securities of the Company Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-winding up or total or partial liquidation or reorganization of the CompanyIssuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all with respect to Senior Debt of the Issuer (including any interest accruing subsequent to an event of bankruptcy to the extent that such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall first be paid in full, or payment thereof provided for for, in money either case in accordance with its termscash or cash equivalents or otherwise in a form satisfactory to the holders of Senior Debt of the Issuer, before the Holders or the Trustee on their behalf shall be entitled to receive any payment is Note Payment. Before any Note Pay- ment may be made by, or on account behalf of, the Issuer of the principal (and of, premium, if any) , or interest on on, or any other obligation in respect of, the Junior Subordinated Securities; and Notes upon any such dissolution or winding-winding up or liquidation or reorganization reorganization, any payment by the Company, 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 of the Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by directly to the Holders holders of Senior Debt of the Junior Subordinated Securities Issuer (pro rata to such holders on the basis of the respective amounts of Senior Debt 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 issued as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (b) In the event that, notwithstanding the foregoing provision prohibiting such Note Payment, any Note Payment shall be received by the Trustee under this Indenture if or any Holder of Notes at a time when such Note Payment is prohibited by Section 8.03(a) and before all obligations in respect of Senior Debt are paid in full in cash, such Note Payment shall be received by them and held in trust for the benefit of, and shall be paid over or itdelivered to, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their respective trustee, agent or other representative or representatives, or to the trustee or trustees under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay all payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in money or money's worth, cash after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders account 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 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 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 Issuer with, or the merger of the Company Issuer with or into, another corporation or the liquidation or dissolution of the Company Issuer 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 Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes 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 607Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in fullfull in cash or Cash Equivalents, or such payment thereof duly provided for in money in accordance with its termsfor, before any payment or distribution is made on account of the principal (and premium, if any) or interest any Obligations on the Junior Subordinated Securities; and upon Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution or dissolution, winding-up or up, liquidation or reorganization reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Subordinated Securities Notes or the Trustee under this Indenture would be entitled, except for the provisions of this Article Fourteenhereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities Notes or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their representative or representativesrespective Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay all payment of Senior Debt remaining 104 -95- unpaid until all such Senior Debt has been paid in full, full in money cash or money's worth, Cash Equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Senior Debt, before . (b) To the extent any payment of Senior Debt (whether by or distribution on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is made declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the holders of Junior Subordinated Securities Senior Debt or part thereof originally intended to the Trustee. be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) 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 Junior Subordinated Securities before all Senior Debt is paid in full, or provision is made for any Holder when such payment in money in accordance with its termsor distribution is prohibited by Section 10.03(a), such payment or distribution shall be held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their representative or representativesrespective Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay until all such Senior Debt has been paid in full in money in accordance with its termscash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. . (d) For purposes of this Article FourteenTen, the words, words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustmentreadjustment which are subordinated, the payment of which is subordinated to at least to the same extent provided in this Article Fourteen with respect to as the Junior Subordinated Securities Notes, to the payment of all Senior Debt which may and to the payment of all securities issued 105 -96- in exchange therefor to the holders of Senior Debt at the time be outstanding; provided that (i) with respect to securities of any other corporation, such securities shall only be excluded from the operation of this Article Ten if the plan of reorganization or readjustment has been approved by at least a majority in principal amount of the Indebtedness then outstanding under the Credit Agreement and at least a majority in principal amount of any other Designated 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 readjustmentthen outstanding. 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, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided for in Article Eight Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article Eight Five 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, to creditors upon any dissolution or winding-winding up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash before the Holders of the Securities or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by the Company of the principal (and of, premium, if any) , or interest on the Junior Subordinated Securities; and , 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 (including any payment by holders of Indebtedness subordinated to the Securities pursuant to subordination provisions governing such Indebtedness, but excluding any payment or distribution 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 the Securities upon any such dissolution or winding-winding up or liquidation or reorganization 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 securitiessecurities (excluding any payment or distribution 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 Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by securities (excluding any payment or distribution from funds held in trust for the foregoingbenefit of Holders of any Securities pursuant to the procedures set forth in Article Eight hereof), shall be received by the Trustee or the holders any Holder of the Junior Subordinated Securities at a time when such payment or distribution is prohibited by Section 11.03(a) and before all obligations in respect of Senior Debt is Indebtedness are paid in full, or provision is made for such payment full in money in accordance with its termscash, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor 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 readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the proposes purposes of this Section 1403 11.03 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 Five (or in this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607any replacement provisions as contemplated by Article Five).

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to creditors upon any dissolution or winding-up or total liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Guarantor Senior Debt Indebtedness of such Guarantor shall first be paid in full, full in cash before the Holders of the Securities or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by such Guarantor of the principal (and premium, if any) 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 (excluding any payment or distribution of Permitted Junior Subordinated Securities; and ). Before any payment may be made by, or on behalf of, any Guarantor of the principal of or interest on the Securities upon any such dissolution dissolu- tion or winding-up or total liquidation or reorganization reorganization, any payment by the Company, 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 Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of the Guarantor Senior Debt Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by made directly to the Trustee or the holders any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.03(a) and before all obligations in respect of the Junior Subordinated Securities before all Guarantor Senior Debt is Indebtedness of such Guarantor are paid in full, or provision is made for such payment full in money in accordance with its termscash, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to by the Trustee (if the Notice required by Section 12.06 has been received by the Trustee) or the Holder to, the holders of such Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Guarantor Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Guarantor Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor 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 readjustmentIndebtedness. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another corporation or the liquidation or dissolution of the Company any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 12.03 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 607Five.

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 securitiessecurities (other than with the money, to creditors upon 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 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, 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, before the Holders or the Trustee on their behalf shall be entitled to receive any payment thereof provided by (or on behalf of) the Company on account of Note Obligations, or any payment to acquire any of the Notes for in money cash, property or securities, or any distribution with respect to the Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Note Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with its termsthis Indenture) in connection with any such dissolution, before winding-up, liquidate, reorganization, assignment, marshalling or proceeding, any payment 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 by the Company, or distribution of assets of or securities for 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, except but for the provisions of this Article Fourteen14, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person similar 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 holders representatives of such Senior Debt Indebtedness (pro rata PRO RATA to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the any trustee or trustees under any other indenture pursuant to which any instruments evidencing any 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 money cash or money's worth, cash equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders representatives of such Senior Indebtedness except that Holders of the Notes may receive: (i) Qualified Capital Stock issued by Parent Guarantor or any of its Restricted Subsidiaries to pay interest on the Notes or issued in exchange for the Notes; (ii) securities substantially identical to the Notes issued by the Company in payment of interest accrued thereon; or (iii) securities issued by the Company which are subordinated to Senior Indebtedness at least to the same extent as the Notes and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Notes. (b) To the extent any payment of Senior DebtIndebtedness (whether by or on behalf of the Company, before as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or distribution paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is made declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the holders of Junior Subordinated Securities obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to the Trustee. be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities 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 any Holder at a time when such payment or distribution is prohibited by Section 14.03(a) of the Junior Subordinated Securities this Indenture and before all obligations in respect of Senior Debt is Indebtedness are paid in full, or provision is made for such payment in money in accordance with its termscash, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to, the representatives of such Senior Indebtedness (PRO RATA to such holders on the holders basis of such respective amount of Senior Debt Indebtedness held by such holders) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full full, in money in accordance with its termscash, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. Indebtedness. (d) For purposes of this Article FourteenSection 14.03, the words, words "cash, property or securities" shall not be deemed to include shares include, so long as the effect of stock this clause is not to cause the Notes to be treated in any case or proceeding or similar event described in this Section 14.03 as part of the Company same class of claims as reorganized the Senior Indebtedness or readjustedany class of claims PARI PASSU with, or senior to, the Senior Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustmentreadjustment that are subordinated, the payment of which is subordinated at least to the extent provided in this Article Fourteen with respect to that the Junior Subordinated Securities Notes are subordinated, to the payment of all Senior Debt which may at the time be Indebtedness then outstanding; provided PROVIDED that (i1) the Senior Debt is assumed by the if a new corporation, if any, resulting corporation results from any such reorganization or readjustment, such corporation assumes the Senior Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation upon the terms and conditions provided for in Article Eight hereof Five of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 14.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article Eight hereof. Nothing in Section 1402 or in Five of this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or liquidation, dissolution, winding-up up, reorganization, assignment for the benefit of creditors or liquidation or reorganization marshaling of assets of the Company, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, all amounts Obligations (including interest accruing after the commencement date of any such proceeding whether or not allowable as a claim in any such proceeding) due or to become due upon all Senior Debt shall first be paid in full, full in cash or payment thereof provided for in money in accordance with its terms, Cash Equivalents before any payment or distribution of any kind or character is made on account of the principal (and premium, if any) or interest any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise (except that Holders of Notes may receive and retain Permitted Junior Subordinated SecuritiesSecurities and payments made from the trust described under Article Eight); and upon until all such Obligations with respect to all Senior Debt are paid in full in cash or Cash Equivalents, any distribution to which the Holders of the Notes would be entitled but for the subordination provisions will be made to the holders of Senior Debt as their interests may appear (except that Holders of the Notes may receive and retain permitted Junior Securities and payments made from the trust described under Article Eight). Upon any such dissolution or dissolution, winding-up up, liquidation, reorganization, bankruptcy, insolvency, receivership or liquidation similar proceeding or reorganization assignment for the benefit of creditors or marshalling of assets, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Subordinated Securities Notes or the Trustee under this Indenture would be entitled, except for the provisions of this Article Fourteenhereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Junior Subordinated Securities Notes or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their representative or representativesrespective Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay all payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in money cash or money's worth, Cash Equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Senior Debt, before Debt (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust described under Article Eight). (b) To the extent any payment of Senior Debt (whether by or distribution on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is made declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the holders of Junior Subordinated Securities Senior Debt or part thereof originally intended to the Trustee. be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) 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 Junior Subordinated Securities before all Senior Debt is paid in full, or provision is made for any Holder when such payment in money in accordance with its termsor distribution is prohibited by Section 10.03(a), such payment or distribution shall be held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their representative or representativesrespective Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay until all such Senior Debt has been paid in full in money in accordance with its termscash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. For purposes of this Article 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 by the Company, or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment in, to creditors or distribution of, Permitted Junior Securities and excluding Defeasance Trust Payment), upon any dissolution or winding-up or total liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash before the Holders or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made by or on account behalf of the Company of the principal (and of, premium, if any) , or interest on, or other Obligations with respect to, the Securities, or any payment 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 securities (excluding any payment in, or distribution of, Permitted Junior Subordinated Securities; 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, or other Obligations with respect to the Securities upon any such dissolution or winding-up or total liquidation or reorganization or in bankruptcy, insolvency, receivership or other proceedings, any payment by the Companyin, 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 of the Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, 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 in, prohibited by the foregoingor distribution of, Permitted Junior Securities and excluding any Defeasance Trust Payment), shall be received by the Trustee or the holders any Holder of the Junior Subordinated 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 is Indebtedness are paid in full, or provision is made for such payment full in money in accordance with its termscash, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor 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 readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 8.03 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 607Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Junior Securities), to creditors upon any dissolution or winding-up or total liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Guarantor Senior Debt Indebtedness of such Guarantor shall first be paid in full, full in cash before the Noteholders or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by such Guarantor of the principal (and of, premium, if any) , or interest on the Notes pursuant to such Guarantor's Guaranty, or any payment to acquire any of the Notes for cash, property or securities, or any distribution with respect to the Notes of any cash, property or securities (excluding any payment or distribution of Junior Subordinated Securities; and ). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Notes upon any such dissolution or winding-up or total liquidation or reorganization reorganization, any payment by the Company, 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 of the Junior Subordinated Securities Noteholders or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Guarantor Senior Debt Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (excluding any payment or distribution of Junior Securities), shall be received by the Trustee or the holders any Noteholder at a time when such payment or distribution is prohibited by Section 18.02(a) and before all obligations in respect of the Junior Subordinated Securities before all Guarantor Senior Debt is Indebtedness of such Guarantor are paid in full, or provision is made for such payment full in money in accordance with its termscash, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of such Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Guarantor Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Guarantor Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor 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 readjustmentIndebtedness. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another corporation or the liquidation or dissolution of the Company any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof 13 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 18.02 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 6075.

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, to creditors upon any dissolution or winding-up or total liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash or cash equivalents (or such payment thereof shall be duly provided for in money a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in accordance with its termstheir sole discretion accept satisfaction of amounts due by settlement in other than cash or cash equivalents, before the Holders of the Notes or the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by the Company of the principal (and of, premium, if any) , or interest on the Notes, or any payment by the Company to acquire any of the Notes for cash, property or securities, or any distribution by the Company with respect to the Notes of any cash, property or securities (in each case other than Junior Subordinated Securities; and ). Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, or interest on the Notes upon any such dissolution or winding-up or total liquidation or reorganization 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 securitiessecurities (in each case other than Junior Securities), to which the Holders of the Junior Subordinated Securities Notes or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, payment shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, full in money cash or money's worth, cash equivalents (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash or cash equivalents after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (in each case other than Junior Securities), shall be received by the Trustee or any Holder of Notes at a time when such payment or distribution is prohibited by Section 4.03(a) and before all obligations in respect of Senior Indebtedness are paid in full in cash or cash equivalents (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the Junior Subordinated Securities before all extent holders of Senior Debt is paid Indebtedness in full, their sole discretion accept satisfaction of amounts due by settlement in other than cash or provision is made for such payment in money in accordance with its termscash equivalents, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture or agreement pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issuedissued or incurred, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash or cash equivalents (or such payment shall be duly provided for in a manner satisfactory to the holders of Senior Indebtedness) or otherwise to the extent necessary to pay all holders of Senior Debt Indebtedness in full their sole discretion accept satisfaction of amounts due by settlement in money in accordance with its terms, other than cash or cash equivalents after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor 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 readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or limited liability company or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer lease of the Company's and its subsidiaries' property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof 13 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 Article 4 if such other corporation shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, 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 60713.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or winding-up partial liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or liquidation or reorganization marshaling of assets of the Company, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, 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 payment thereof provided for in money in accordance with its terms, Cash Equivalents before any payment or distribution of any kind or character is made on account of the principal (and premium, if any) or interest any Obligations on the Securities, or for the acquisition of any of the Securities for cash or property or otherwise (except that holders of the Securities may receive and retain Permitted Junior Subordinated Securities; Securities and Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Company of any Obligations on the Securities upon any such dissolution or winding-up or total liquidation or reorganization 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 securitiessecurities (excluding any Defeasance Trust Payment), to which the Holders of the Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, full in money cash or money's worth, Cash Equivalents after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. . (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (excluding any Defeasance Trust Payment), shall be received by the Trustee or the holders 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 of the Junior Subordinated Securities before all Senior Debt is Company are paid in full, full in cash or provision is made for such payment in money in accordance with its termsCash Equivalents, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representative or representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Debt remaining unpaid to the extent necessary to pay until all such Senior Debt has been paid in full in money in accordance with its terms, cash or Cash Equivalents after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. For purposes . (c) To the extent any payment of this Article FourteenSenior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the words, "cash, property Senior Debt or securities" part thereof originally intended to be satisfied shall not be deemed to include shares of stock of the Company be reinstated and outstanding as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the if such 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 readjustmenthas not occurred. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 8.03 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 607Five.

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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment, to creditors upon any dissolution or winding-up or total liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, full in cash before the Holders of the Notes or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by the Company of the principal (and premium, if any) of or interest or liquidated damages on the Notes, or any payment by the Company to acquire any of the Notes for cash, property or securities, or any distribution by the Company with respect to the Notes of any cash, property or securities (excluding any payment or distribution of Permitted Junior Subordinated Securities; 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 the Notes upon any such dissolution or winding-up or total liquidation or reorganization 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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Junior Subordinated Securities Notes or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in fullfull in cash 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 money respect of the Notes before all Senior Debt of the Company is paid in full in cash, then such payment or money's worthdistribution 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 payment or distribution distribution, or provision therefor, to or for the holders of Senior Debt, before . (b) To the extent any payment of Senior Debt (whether by or distribution on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is made declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the holders of Junior Subordinated Securities Senior Debt or part thereof originally intended to the Trustee. be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) 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 Junior Subordinated Securities before all Senior Debt is paid in full, or provision is made for any Holder when such payment in money in accordance with its termsor distribution is prohibited by Section 10.03(a), such payment or distribution shall be held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their representative or representativesrespective Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay until all such Senior Debt has been paid in full in money in accordance with its termscash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. For purposes of this Article 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 by the Company, or distribution of assets of the Company of any kind or charactercharacter to creditors, whether in cash, property or securities, to creditors securities upon any dissolution total or partial liquidation, dissolution, winding-up up, reorganization, assignment for the benefit of creditors or liquidation or reorganization marshaling of assets of the Company, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in fullfull in cash or Cash Equivalents, or such payment thereof duly provided for in money in accordance with its termsto the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of the principal (and premium, if any) or interest any Obligations on the Junior Subordinated Securities; and upon Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution or dissolution, winding-up up, liquidation, reorganization, receivership or liquidation or reorganization similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Subordinated Securities or the Trustee Notes would be entitled, except for the provisions of this Article Fourteenhereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their representative or representativesrespective Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay all payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in money cash or money's worth, Cash Equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Senior Debt, before . (b) To the extent any payment of Senior Debt (whether by or distribution on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is made declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the holders of Junior Subordinated Securities Senior Debt or part thereof originally intended to the Trustee. be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) 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, shall be 104 received by any Holder when such payment or distribution is 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 is made for such payment in money in accordance with its termsthis Section 10.03, such payment or distribution shall be held in trust for the benefit of of, and shall be forthwith paid over or delivered to to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their representative or representativesrespective Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay until all such Senior Debt has been paid in full in money in accordance with its termscash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. For purposes of this Article 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 . (id) 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 with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation Person upon the terms and conditions provided for in Article Eight Five hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 10.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article Eight Five 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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding Defeasance Trust Payment), to creditors upon any dissolution or winding-up or total liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash before the Holders of the Notes or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by the Company of the principal (and of, premium, if any) , or interest on the Notes, or any payment by the Company to acquire any of the Notes for cash, property or securities, or any distribution by the Company with respect to the Notes of any cash, property or securities (excluding any payment or distribution of Permitted Junior Subordinated Securities; 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 the Notes upon any such dissolution or winding-up or total liquidation or reorganization 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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Junior Subordinated Securities Notes or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), shall be received by the Trustee or the holders any Holder of the Junior Subordinated Securities Notes at a time when such payment or distribution is prohibited by Section 8.03(a) and before all obligations in respect of Senior Debt is Indebtedness are paid in full, or provision is made for such payment full in money in accordance with its termscash, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor 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 readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 8.03 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 607Five.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment by the Company, Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest (including Additional Payments) on the Junior Subordinated SecuritiesDebentures; and upon any such dissolution or winding-up or liquidation or reorganization reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Subordinated Securities Debentures or the Trustee would be entitledentitled to receive from the Company, except for the provisions of this Article FourteenArticle, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities Debentures or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any 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 money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of Junior Subordinated Securities 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 or the holders of the Junior Subordinated Securities before all Senior Debt 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 Debt Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Debt Indebtedness may have been issued, as and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all such Senior Debt Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior DebtIndebtedness. For purposes of this Article Fourteenonly, the words, words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the readjustment which are subordinated in right of 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 Indebtedness which may at the time be outstandingoutstanding to substantially the same extent as, or to a greater extent than, the Debentures are so subordinated as provided in this Article; provided provided, that (i) the such Senior Debt Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the such Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or properties and assets substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided for 112 set forth in Article Eight hereof VIII shall not be deemed a dissolution, winding-winding up, liquidation or reorganization liquidation, reorganization, assignment for the proposes benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 1403 if the Person formed by such other corporation 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 stated set forth 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 607VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal (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 by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Subordinated Securities or the Trustee would be entitled, except for the provisions of this Article Fourteen, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their 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, to the extent necessary to pay all Senior Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the holders of 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 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 by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or winding-up partial liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or liquidation or reorganization marshaling of assets of the Company, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, 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 fullfull in cash or Cash Equivalents, or such payment thereof duly provided for in money in accordance with its termsto the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of the principal (and premium, if any) or interest any Obligations on the Junior Subordinated Securities; and , or for the acquisition of any of the Securities for cash or property or otherwise (except that Holders of the Securities may receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Company of any Obligations on the Securities upon any such dissolution or winding-up or total liquidation or reorganization 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 securitiessecurities (excluding any Defeasance Trust Payment), to which the Holders of the Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their representative or representatives, Representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, full in money cash or money's worth, Cash Equivalents after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. . (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (excluding any Defeasance Trust Payment), shall be received by the Trustee or the holders 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 of the Junior Subordinated Securities before all Senior Debt is Company are paid in full, full in cash or provision is made for such payment in money in accordance with its termsCash Equivalents, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representative or representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Debt remaining unpaid to the extent necessary to pay until all such Senior Debt has been paid in full in money in accordance with its terms, cash or Cash Equivalents after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. For purposes . (c) To the extent any payment of this Article FourteenSenior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the words, "cash, property Senior Debt or securities" part thereof originally intended to be satisfied shall not be deemed to include shares of stock of the Company be reinstated and outstanding as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the if such 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 has not occurred. (id) 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 with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided for in Article Eight Five hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 8.03 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 607Five.

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 securitiessecurities (other than with the money, to creditors securities or proceeds held under any defeasance trust established in accordance with this Indenture), 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 proceedingsproceedings or other marshaling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing on or after, or which would accrue but for an event specified in paragraphs (7) and (8) of Sections 501 of this Indenture, 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 or the Trustee on their behalf shall be entitled to receive any payment thereof provided by (or on behalf of) the Company on account of Senior Subordinated Obligations, or any payment to acquire any of the Notes for cash, property or securities (other than any payment in money the form of Junior Securities), or any distribution with respect to the Notes of any cash, property or securities (other than any payment in the form of Junior Securities). Before any payment may be made by, or on behalf of, the Company on any Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with its terms, before any payment is made on account of the principal (and premium, if anythis Indenture) or interest on the Junior Subordinated Securities; and upon any such dissolution or winding-up or dissolution, winding up, liquidation or reorganization 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 securitiessecurities (other than any payment in the form of Junior Securities), to which the Holders of the Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the provisions of this Article FourteenTwelve, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person similar 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 holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior 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 Indebtedness. (b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than any payment in the form of Junior Securities), shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by paragraph (a) of this Section 1202 and before all obligations in respect of Senior Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of such respective amount of Senior Indebtedness held by such holders) or their representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any 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, in money cash or money's worthcash equivalents, after giving effect to any concurrent payment or payment, 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 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 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 therefor 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 Indebtedness. (id) 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 with or into, another corporation or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation upon the terms and conditions provided for in Article Eight hereof of this Indenture shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the proposes purposes of this Section 1403 1202 if such other corporation shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article Eight hereofof this Indenture. Nothing in Section 1402 or in this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.104

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment by the Company, or distribution of assets or securities of the Company any Guarantor 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 Companysuch Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon with respect to all Senior Debt of such Guarantor shall first be paid in full, full before the Holders of the Securities or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by such Guarantor of the principal (and premium, if any) of or interest on the Junior Subordinated Securities; and 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 principal of or interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization reorganization, any payment by the Company, 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 Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of the Senior Debt (pro rata to of such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) Guarantor or their representative or representatives, representatives or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, in money or money's worth, full after giving effect to any concurrent payment or payment, 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 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 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 therefor 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 by the Company, 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 payment from funds deposited in accordance with, to creditors and held in trust for the benefit of Holders pursuant to, Article Nine (a "DEFEASANCE TRUST PAYMENT")), upon any dissolution or winding-winding up or total liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts Senior Indebtedness then due or to become due upon all Senior Debt shall first be paid in full, full in cash before the Holders of the Securities or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by the Company of the principal (and of, premium, if any) , or interest on 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 securities (excluding any payment or distribution of Permitted Junior Subordinated Securities; 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 the Securities upon any such dissolution or winding-winding up or total liquidation or reorganization reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment by the Company, 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 Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt Indebtedness (pro rata PRO RATA to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), shall be received paid by the Company to the Trustee or the holders any Holder of the Junior Subordinated Securities at a time when such payment or distribution is prohibited by Section 8.02(a) and before all obligations then due in respect of Senior Debt is Indebtedness are paid in full, or provision is made for such payment full in money in accordance with its termscash, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to by the Trustee (if the Notice required by Section 8.06 has been received by the Trustee) or the Holder to, the holders of Senior Debt Indebtedness (PRO RATA to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor 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 readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the proposes purposes of this Section 1403 8.02 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 607Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets of the Company of any kind or charactercharacter to creditors, whether in cash, property or securities, to creditors securities upon any dissolution total or partial liquidation, dissolution, winding-up up, reorganization, assignment for the benefit of creditors or liquidation or reorganization marshaling of assets of the Company, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in fullfull in cash or Cash Equivalents, or such payment thereof duly provided for in money in accordance with its termsto the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of the principal (and premium, if any) or interest any Obligations on the Junior Subordinated Securities; and upon Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution or dissolution, winding-up up, liquidation, reorganization, receivership or liquidation or reorganization similar proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Subordinated Securities or the Trustee Notes would be entitled, except for the provisions of this Article Fourteenhereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or itthem, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) or their representative or representativesrespective Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay all payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in money cash or money's worth, Cash Equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Senior Debt, before . (b) To the extent any payment of Senior Debt (whether by or distribution on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is made declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the holders of Junior Subordinated Securities Senior Debt or part thereof originally intended to the Trustee. be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) 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 Junior Subordinated Securities before all Senior Debt is paid in full, or provision is made for any Holder when such payment in money in accordance with its termsor distribution is prohibited by this Section 10.03, such payment or distribution shall be held in trust for the benefit of of, and shall be forthwith paid over or delivered to to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their representative or representativesrespective Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay until all such Senior Debt has been paid in full in money in accordance with its termscash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. For purposes of this Article 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 . (id) 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 with or into, another corporation Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation Person upon the terms and conditions provided for in Article Eight Five hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 10.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company’s obligations hereunder in accordance with the conditions stated in Article Eight Five 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 any Guarantor of any kind or character, character (whether in cash, property or securities, to creditors ) upon any dissolution or winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, 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 before the Holders or payment thereof provided for in money in accordance with its terms, before the Trustee on their behalf shall be entitled to receive any payment is made on account by such Guarantor of the principal (and of, premium, if any) , or interest on the Junior Subordinated Securities; and Securities pursuant to such Guarantor's Guarantee, or any payment to acquire any of the 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 principal of, premium, if any, or interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization reorganization, any payment by the Company, 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 Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of the Senior Debt (pro rata to of such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) Guarantor or their representative or representatives, representative(s) or to the trustee or trustees trustee(s) under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, in money or money's worth, full after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. . (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets of the Company or securities of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders any Holder at a time when such payment or distribution is prohibited by Section 12.03(a) and before all obligations in respect of the Junior Subordinated Securities before all Senior Debt is of such Guarantor are paid in full, or provision is made for such payment in money in accordance with its termsprovided for, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of such Senior Debt or their representative or representativesrespective representative(s), or to the trustee or trustees trustee(s) under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Debt remaining unpaid to the extent necessary to pay until all such Senior Debt has been paid in full in money in accordance with its terms, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. For purposes of this Article 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 by the Company, or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (other than with the money, to creditors securities or proceeds held under any defeasance trust established in accordance with this Indenture), 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 proceedingsproceedings or other marshaling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing on or after, or which would accrue but for an event specified in paragraphs (7) and (8) of Sections 501 of this Indenture, 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 or the Trustee on their behalf shall be entitled to receive any payment thereof provided by (or on behalf of) the Company on account of Senior Subordinated Obligations, or any payment to acquire any of the Notes for cash, property or securities (other than any payment in money the form of Junior Securities), or any distribution with respect to the Notes of any cash, property or securities (other than any payment in the form of Junior Securities). Before any payment may be made by, or on behalf of, the Company on any Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with its terms, before any payment is made on account of the principal (and premium, if anythis Indenture) or interest on the Junior Subordinated Securities; and upon any such dissolution or winding-up or dissolution, winding up, liquidation or reorganization 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 securitiessecurities (other than any payment in the form of Junior Securities), to which the Holders of the Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the provisions of this 102 Article FourteenTwelve, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person similar 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 holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior 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 Indebtedness. (b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than any payment in the form of Junior Securities), shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by paragraph (a) of this Section 1202 and before all obligations in respect of Senior Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of such respective amount of Senior Indebtedness held by such holders) or their representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any 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, in money cash or money's worthcash equivalents, after giving effect to any concurrent payment or payment, 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 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 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 therefor 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 Indebtedness. (id) 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 with or into, another corporation or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation upon the terms and conditions provided for in Article Eight hereof of this Indenture shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the proposes purposes of this Section 1403 1202 if such other corporation shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article Eight hereof. Nothing in Section 1402 or in of this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets or securities of the Company any Guarantor of any kind or character, character (whether in cash, property or securities, to creditors ) upon any dissolution or winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, 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 before the Holders or payment thereof provided for in money in accordance with its terms, before the Trustee on their behalf shall be entitled to receive any payment is made on account by such Guarantor of the principal (and of, premium, if any) , or interest on the Junior Subordinated Securities; and 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 principal of, premium, if any, or interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization reorganization, any payment by the Company, 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 Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of the Senior Debt (pro rata to of such holders on the basis of the respective amounts of Senior Debt held by such holders, as calculated by the Company) Guarantor or their representative or representatives, representative(s) or to the trustee or trustees trustee(s) under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full, in money or money's worth, full after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. . (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets of the Company or securities of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders any Holder at a time when such payment or distribution is prohibited by Section 12.03(a) and before all obligations in respect of the Junior Subordinated Securities before all Senior Debt is of such Guarantor are paid in full, or provision is made for such payment in money in accordance with its termsprovided for, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of such Senior Debt or their representative or representativesrespective representative(s), or to the trustee or trustees trustee(s) under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Senior Debt remaining unpaid to the extent necessary to pay until all such Senior Debt has been paid in full in money in accordance with its terms, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. For purposes of this Article 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 by the Company, or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (other than with the money, to creditors upon 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 involuntary, or in bankruptcy, insolvency, receivership or other proceedingsproceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness 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 thereof provided by (or on behalf of) the Company on account of Senior Subordinated Obligations, or any payment to acquire any of the Notes for in money cash, property or securities, or any distribution with respect to the Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with its termsthis Indenture), before any payment 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 dissolution, winding up, liquidation or reorganization 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 Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the provisions of this Article FourteenTen, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person similar Person making such payment or distribution, 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 holders of the Senior Debt Indebtedness (pro rata proportionately to such holders on the basis of the as their respective amounts of Senior Debt held by such holders, as calculated by the Companyinterests may appear) or their representative or representatives, representatives or to the any trustee or trustees under any indenture pursuant to which any instruments evidencing any 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 money cash or money's worth, cash equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before Indebtedness. (b) To the extent any payment of Senior Indebtedness (whether by or distribution on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is made declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the holders of Junior Subordinated Securities Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the Trustee. extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities 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 any Holder at a time when such payment or distribution is prohibited by Section 10.03(a) of the Junior Subordinated Securities this Indenture and before all obligations in respect of Senior Debt is Indebtedness are paid in full, in cash or provision is made for such payment in money in accordance with its termscash equivalents, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt Indebtedness (proportionately to such holders as their respective interests may appear) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full full, in money in accordance with its termscash or cash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. Indebtedness. (d) For purposes of this Article FourteenSection 10.03, the words, "words “cash, property or securities" ” shall not be deemed to include shares include, so long as the effect of stock this clause is not to cause the Notes to be treated in any case or proceeding or similar event described in this Section 10.03 as part of the Company same class of claims as reorganized the Senior Indebtedness or readjustedany class of claims pari passu with, or senior to, the Senior Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustmentreadjustment that are subordinated, the payment of which is subordinated at least to the extent provided in this Article Fourteen with respect to that the Junior Subordinated Securities Notes are subordinated, to the payment of all Senior Debt which may at the time be Indebtedness then outstanding; provided that (i1) the Senior Debt is assumed by the if a new corporation, if any, resulting corporation results from any such reorganization or readjustment, such corporation assumes the Senior Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation upon the terms and conditions provided for in Article Eight hereof Five of this Indenture shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the proposes purposes of this Section 1403 10.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article Eight hereof. Nothing in Section 1402 or in Five of this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment by the Company, Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal (and premium, if any) or interest on the Junior Subordinated SecuritiesDebentures; and upon any such dissolution or winding-up or liquidation or reorganization reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Junior Subordinated Securities Debentures or the Trustee would be entitledentitled to receive from the Company, except for the provisions of this Article FourteenArticle, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities Debentures or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any 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 money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness, before any payment or distribution is made to the holders Holders of Junior Subordinated Securities 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, foregoing shall be received by the Trustee or the holders of the Junior Subordinated Securities before all Senior Debt 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 Debt Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Debt Indebtedness may have been issued, as and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay all such Senior Debt Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior DebtIndebtedness. For purposes of this Article Fourteenonly, the words, words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the which are subordinated in right of 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 Indebtedness which may at the time be outstanding; outstanding to substantially the same extent as, or to a greater extent than, the Debentures are so subordinated as 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 readjustmentin this Article. The consolidation of the Company with, or the merger of the Company into, another corporation Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or properties and assets substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided for set forth in Article Eight hereof XII shall not be deemed a dissolution, winding-winding up, liquidation or reorganization liquidation, reorganization, assignment for the proposes benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 1403 if the Person formed by such other corporation shall, as a part of such consolidation, merger, conveyance consolidation or transfer, comply with into which the conditions stated in Article Eight hereof. Nothing in Section 1402 Company is merged or in this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.Person which acquires

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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to creditors upon any dissolution or winding-up or total liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, full in cash before the Holders of the Securities or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by the Company of the principal (and premium, if any) of or interest on 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 (excluding any payment or distribution of Permitted Junior Subordinated Securities; 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 the Securities upon any such dissolution or winding-up or total liquidation or reorganization 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 securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other 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 holders of the Senior Debt Indebtedness (pro rata PRO RATA to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), shall be received by the Trustee or the holders any Holder of the Junior Subordinated 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 is Indebtedness are paid in full, or provision is made for such payment full in money in accordance with its termscash, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Debt Indebtedness (PRO RATA to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor 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 readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 8.03 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 607Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to creditors upon any dissolution or winding-up or total liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Guarantor Senior Debt Indebtedness of such Guarantor shall first be paid in full, full in cash before the Holders of the Securities or payment thereof provided for in money in accordance with its terms, before the Trustee on behalf of such Holders shall be entitled to receive any payment is made on account by such Guarantor of the principal (and premium, if any) 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 securities (excluding any payment or distribution of Permitted Junior Subordinated Securities; and ). Before any payment may be made by, or on behalf of, any Guarantor of the principal of or interest on the Securities upon any such dissolution or winding-up or total liquidation or reorganization reorganization, any payment by the Company, 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 Junior Subordinated Securities or the Trustee on their behalf would be entitled, except but for the subordination provisions of this Article FourteenIndenture, shall be paid made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by the Holders of the Junior Subordinated Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of the Guarantor Senior Debt Indebtedness of such Guarantor (pro rata PRO RATA to such holders on the basis of the respective amounts of such Guarantor Senior Debt Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any instruments evidencing any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness in full, full in money or money's worth, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Debt, before any payment or distribution is made to the holders of Junior Subordinated Securities or to the Trustee. Indebtedness. (b) In the event that, notwithstanding the foregoingforegoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoingsecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or the holders any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.03(a) and before all obligations in respect of the Junior Subordinated Securities before all Guarantor Senior Debt is Indebtedness of such Guarantor are paid in full, or provision is made for such payment full in money in accordance with its termscash, such payment or distribution shall be received and held in trust for the benefit of of, and shall be paid over or delivered to to, the holders of such Guarantor Senior Debt Indebtedness (PRO RATA to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their representative or respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any instruments evidencing any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all such Guarantor Senior Debt Indebtedness remaining unpaid to the extent necessary to pay until all such Guarantor Senior Debt Indebtedness has been paid in full in money in accordance with its terms, cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor 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 readjustmentIndebtedness. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another corporation or the liquidation or dissolution of the Company any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Eight hereof Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the proposes purposes of this Section 1403 12.03 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 607Five.