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

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- any payment or distribution of assets of the Company to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, the holders of Senior Indebtedness of the Company will be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due or to become due on all such Senior Indebtedness, or provision will be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes are entitled to receive any Notes Payments other than payments in Permitted Junior Securities. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Note shall have received any Notes Payment before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, then and in such event such Notes Payment shall be paid over or delivered forthwith to the holders of Senior Indebtedness for application to the payment of such Senior Indebtedness remaining unpaid, to the extent necessary to pay such Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed to fall within this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of (1) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Maker or to its creditors, as such, or to its assets, or (2) any liquidation, dissolution or other winding up of the Maker, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (3) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of the Maker (any of the foregoing, an "Insolvency Event"), then and in any such event: the holders of Senior Indebtedness shall be entitled to receive payment in full in cash, or in any other form acceptable to the holders of Senior Indebtedness, of all amounts due on or in respect of all Senior Indebtedness before the Holder of this Note is entitled to receive any payment or distribution of any kind or character on account of this Note or any other Purchaser Obligations; and any payment or distribution of assets of the Company Maker of any kind or character, whether in cash, property or securities, by set-off or otherwise, to creditors upon any liquidation, dissolution, winding up, reorganization, assignment which the Holder of this Note would be entitled but for the benefit provisions of creditorsthis Section 5 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, marshaling of assets and liabilities or any whether a trustee in bankruptcy, insolvency a receiver or similar proceedings of the Companyliquidating trustee or otherwise, directly to the holders of Senior Indebtedness of or their representative or representatives or to the Company will be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement trustee or indemnity amounts, fees and expenses in respect trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness (includingmay have been issued, as provided belowratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make indefeasible payment in full in cash or in any post-petition interest, whether or not an allowed claim) including all amount due or other form acceptable to become due on all such the holders of Senior Indebtedness, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or provision will be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory distribution to the holders of such Senior Indebtedness, before the Holders of the Notes are entitled to receive any Notes Payments other than payments ; and in Permitted Junior Securities. In the event that, notwithstanding the foregoing provisions of this SectionSection 5, the Trustee or the Holder of any this Note shall have received any Notes Payment payment or distribution of assets of the Maker of any kind or character, whether in cash, property or securities, in respect of principal, premium, if any, and interest on this Note or any other Purchaser Obligations before all Senior Indebtedness of the Company is indefeasibly paid in full or payment thereof provided for in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtednessfull, then and in such event such Notes Payment payment or distribution shall be held by the recipient thereof in trust for the holders of the Senior Indebtedness and shall be paid over or delivered forthwith to the such holders of Senior Indebtedness for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in fullfull in cash or in any other form acceptable to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 The consolidation of the Company Maker with, or the merger of the Company Maker with or into, another Person or the liquidation or dissolution of the Company Maker following the conveyance sale, assignment, conveyance, transfer, lease or transfer other disposal of all or substantially all of its the Maker's properties and or assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Section 5 shall not be deemed to fall within a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Maker for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII5.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or (b) any payment or distribution of the assets of the Company to creditors upon any a total or partial liquidation, dissolutiondissolution or other winding up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, then and in any such event the holders of Senior Indebtedness of the Company will Debt shall be entitled to receive payment in full in cash or other payment satisfactory to the holders of Senior Debt (in their sole discretion) of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Indebtedness, or provision will be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, Debt before the Holders of the Notes are entitled to receive any payment on account of Principal of or interest on the Notes Payments or on account of the purchase, redemption or other than payments retirement of Notes (including any Change of Control Payment), and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in Permitted Junior Securitiescash, property or securities, which may be payable or deliverable in respect of the Notes in any such case, proceeding, receivership, dissolution, liquidation, reorganization or other winding up or event. In the event that, notwithstanding the foregoing provisions of this SectionSection 11.2, the Trustee or the Holder of any Note shall have received any Notes Payment payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Indebtedness of the Company Debt is paid in full or payment thereof provided for in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtednessfull, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Company for application to the payment of such all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay such all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. 121 For purposes of this Article Eleven only, the words "cash, securities or other property" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which shares of stock are subordinated in right of payment to all then outstanding Senior Debt at least to the same extent as the Notes are so subordinated as provided in this Article Eleven. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII Section 10.1 shall not be deemed to fall within a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 11.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIIISection 10.1.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- any distribution of the Company's assets in connection with any dissolution, winding up, liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency or receivership proceedings (each such event, if any, herein sometimes referred to as a "Proceeding"), or upon an assignment for the benefit of creditors or otherwise: (i) all Senior Indebtedness (including without limitation all interest accruing on or after the filing of any petition in bankruptcy relating to the Company at the relevant contractual rate, whether or not such claim for post-petition interest is allowed in such Proceeding) must be paid in full in cash before the Holders of the Securities are entitled to any payments or distributions of any kind or character (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including the Securities) subordinated to the payment of the Securities), and (ii) any payment or distribution of the Company's assets of any kind or character, whether in cash, securities or other property, which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities shall be paid or delivered directly to the holders of such Senior Indebtedness (or their representative or trustee) in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full in cash before any payment or distribution is made to the Holders of the Securities. In the event that notwithstanding the subordination provisions set forth herein, any payment or distribution of assets of any kind or character is made on the Company Securities at a time when the respective payment is not permitted to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings be made as a result of the Companysubordination provisions described above and before all Senior Indebtedness is paid in full in cash, the Trustee or the holders of Senior Indebtedness of the Company Securities receiving such payment will be entitled required to receive pay over such payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due or to become due on all such Senior Indebtedness, or provision will be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory distribution to the holders of such Senior Indebtedness, before . For the Holders of the Notes are entitled to receive any Notes Payments other than payments in Permitted Junior Securities. In the event that, notwithstanding the foregoing provisions purposes of this SectionArticle only, the Trustee words "any payment or the Holder distribution of any Note kind or character" shall have received any Notes Payment before all Senior Indebtedness not be deemed to include shares of stock of the Company is paid in full as reorganized or payment thereof readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in cash or Cash Equivalents or otherwise in a manner satisfactory right of payment to the holders of such Senior Indebtedness, all then and in such event such Notes Payment shall be paid over or delivered forthwith to the holders of outstanding Senior Indebtedness for application to substantially the payment of such Senior Indebtedness remaining unpaid, to same extent as the extent necessary to pay such Senior Indebtedness Securities are so subordinated as provided in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtednessthis Article. 121 The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII 8 shall not be deemed to fall within a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of (a) any payment insolvency or distribution of assets of bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to creditors upon its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding-up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, then and in any such event the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Indebtedness, or provision will shall be made for such payment in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes Securities are entitled to receive any Notes Payments payment on account of principal of (or premium, if any), or interest on or any other than payments amount payable under the Securities, including, but not limited to, the Redemption Prices, the Make-Whole Payment and the Repurchase Price payable with respect to the Securities in Permitted Junior Securitiesaccordance with Article 11 or Article 12, as the case may be, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding-up or event. In the event that, notwithstanding the foregoing provisions of this SectionSection 14.02, the Trustee or the Holder of any Note Securities shall have received any Notes Payment payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash for, and if, at or Cash Equivalents or otherwise in a manner satisfactory prior to the holders time of such Senior Indebtednesspayment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Company for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 For purposes of this Article 14 only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 14. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII 8 shall not be deemed to fall within a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 14.02 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII8.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- Following the occurrence of a Consolidation Event, in the event of (a) any payment insolvency or distribution of assets of bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to creditors upon its creditors, as such, or to its assets, whether under Bankruptcy Law or otherwise, or (b) any liquidation, dissolutiondissolution or other winding up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bank ruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, then and in any such event the holders of Senior Indebtedness of the Company will shall be entitled to indefeasibly receive payment in full and in cash of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Indebtedness, or provision will be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, Indebtedness before the Holders of the Notes are entitled to receive any Notes Payments payment on account of principal of or interest on or any other than payments in Permitted Junior Securitiesamounts owing under the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any Securities Payment. In the event that, notwithstanding the foregoing provisions of this SectionSection 10.2, the Trustee or the any Holder of any Note shall have received any Notes Securities Payment before all Senior Indebtedness of the Company is indefeasibly paid in full or payment thereof provided for and in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtednesscash, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Company for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to indefeasibly pay such all Senior Indebtedness in fullfull and in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 The consolidation For purposes of this Article X only, the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII words "Securities Payment" shall not be deemed to fall within this Section if include Reorganization Securities, and the Person formed by such consolidation or into which Holders shall in all events be entitled to receive and retain any Reorganization Securities notwithstanding anything to the Company 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 set forth in Article VIIIcontrary contained herein.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of any payment by, or distribution of the assets of of, the Company in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon the Company or its assets, (b) any liquidation, dissolutiondissolution or other winding-up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, then and in any such event the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses amounts due in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due or to become due on all such Senior Indebtedness, or provision will shall be made for such payment in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes Securities are entitled to receive any Notes Payments payment on account of principal of (or premium, if any), or interest (including Liquidated Damages, if any) on or any other than payments amount payable under the Securities, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held by them, for application to the payment thereof, any payment or distribution of any kind or character, whether in Permitted Junior Securitiescash, property or securities, that may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding-up or event, after giving effect to any concurrent payment or distribution, or provision therefore, to the holders of such Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this SectionSection 13.02, the Trustee or the Holder of any Note Securities shall have received any Notes Payment payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash for, and if, at or Cash Equivalents or otherwise in a manner satisfactory prior to the holders time of such Senior Indebtednesspayment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders of Senior Indebtedness for application to the payment of such Senior Indebtedness remaining unpaid, unpaid or their representatives to the extent necessary to pay such all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. 121 For purposes of this Article 13 only, the words "CASH, PROPERTY OR SECURITIES" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that in either case are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 13. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance conveyance, transfer or transfer of all or substantially all other disposition of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII 7 shall not be deemed to fall within a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 13.02 if the Person formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance sales, lease, conveyance, transfer or transfer other disposition such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance sales, lease, conveyance, transfer or transferother disposition, comply with the conditions set forth in Article VIII7.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of (a) any payment insolvency or distribution of assets of bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Guarantor or to creditors upon its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Guarantor, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the CompanyGuarantor, then and in any such event the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Indebtedness, or provision will shall be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtednesspayment, before the Holders of the Notes Securities are entitled to receive any Notes Payments other than payments payment under the Guarantees. Any payment or distribution under the Guarantees, whether in Permitted Junior Securitiescash, property or securities, which would otherwise (but for these provisions) be payable or deliverable in respect of the Guarantees shall be paid and delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full. In Upon the occurrence of any of the events described in clauses (a), (b) or (c) of the immediately preceding paragraph, in the event that, that notwithstanding the foregoing provisions of this Section, Section the Trustee or the Holder of any Note Security shall have received any Notes Payment payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash for, and if such fact shall, at or Cash Equivalents or otherwise in a manner satisfactory prior to the holders time of such Senior Indebtednesspayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Guarantor for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII Nine shall not be deemed to fall within a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company Guarantor 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 respective conditions set forth in Article VIIINine.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- No payment by the Company on account of principal of (premium, if any) or interest on the Securities of any series (or any Coupons appertaining thereto) shall be made if any default or event of default with respect to any Superior Indebtedness, which permits or with the giving of notice or passage of time or both would permit the holders thereof (or a trustee on their behalf) to accelerate the maturity thereof, shall have occurred and be continuing and the Company and the Trustee shall have received written notice thereof from the holders of at least 10% in principal amount of any kind or category of any Superior 1ndebtedness (or the representative or trustee of such holders) or the Trustee shall have received written notice thereof from the Company. In the event that any Securities or any series (or any Coupons appertaining thereto) are declared due and payable before the date specified therein as the fixed date on which the principal thereof is due and payable pursuant to Article Five, or upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, dissolution or winding up, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities up or any bankruptcy, insolvency total or similar proceedings partial liquidation or reorganization of the Company, the holders whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal of Senior Indebtedness of the Company will be entitled to receive payment in full of all principal(and premium, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees ) and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount interest due or to become due on upon all such Senior IndebtednessSuperior Indebtedness shall first be paid in full before any Holders of Securities, or provision will the Trustee, shall be made entitled to receive or retain any assets (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of -127- 138 reorganization or readjustment, the payment in cash of which is subordinated, at least to the same extent as the Securities of any series (or Cash Equivalents or otherwise in a manner satisfactory any Coupons appertaining thereto), to the payment of all Superior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Superior Indebtedness are not altered by such Senior Indebtedness, before the Holders reorganization or readjustment) so paid or distributed in respect of the Notes are entitled to receive Securities of any Notes Payments series (or any Coupons appertaining thereto) (for principal or interest); and upon such dissolution or winding up or liquidation or reorganization any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than payments in Permitted Junior Securities. In shares of stock of the event thatCompany as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, notwithstanding the foregoing payment of which is subordinated, at least to the same extent as the Securities of any series (or any Coupons appertaining thereto), to the payment of all Superior Indebtedness which may at the time be outstanding, provided that the rights of the holders of the Superior Indebtedness are not altered by such reorganization or readjustment), to which any Holder of Securities or the Trustee would be entitled, except for the provisions of this Section, 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 any Holder of Securities or the Trustee if received by them or the Holder of any Note shall have received any Notes Payment before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash or Cash Equivalents or otherwise in a manner satisfactory it, directly to the holders of Superior Indebtedness (pro rata to each such Senior Indebtedness, then and in holder on the basis of the respective amounts of Superior Indebtedness held by such event such Notes Payment shall be paid over holder) or delivered forthwith to the holders of Senior Indebtedness for application to the payment of such Senior Indebtedness remaining unpaidtheir representatives or trustees, to the extent necessary to pay such Senior all Superior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Superior Indebtedness, before any payment or distribution is made to the Holders of Securities or to the Trustee. No holder of Superior Indebtedness shall be prejudiced in his right to enforce subordination of the Securities of any series (or any Coupons appertaining Without notice to or the consent of any Holder of Securities or the Trustee the holders of Superior Indebtedness may at any time and from time to time, without impairing or releasing the subordination herein made, change the manner, place or terms of payment, or change or extend the time of payment of or renew or alter the Superior Indebtedness, or amend or supplement in any manner any instrument evidencing the Superior Indebtedness, any agreement pursuant to which the Superior Indebtedness was issued or incurred or any instrument securing or relating to the Superior Indebtedness; release any person liable in any manner for the payment or collection of the Superior Indebtedness; exercise or refrain from exercising any rights in respect of the Superior Indebtedness against the Company or any other person; apply any moneys or other property paid by any person or released in any manner to the Superior Indebtedness; or accept or release any security for the Superior Indebtedness. 121 The consolidation Subject to the payment in full of all Superior Indebtedness, the Holders of Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company withwhich, by its express terms, ranks on a parity with the Securities of any series (or any Coupons appertaining thereto) and is entitled to like rights of subrogation) to the merger rights of the holders of Superior Indebtedness to receive payments or distribution assets of the Company intoapplicable to the Superior Indebtedness until the Securities of any series (or any Coupons appertaining thereto) shall be paid in full. For purposes of such subrogation, another Person no payments or distributions on the Superior Indebtedness pursuant to this Section shall, as between the Company, its creditors other than the holders of Superior Indebtedness, and the holders of the Securities of any series (or any Coupons appertaining thereto), be deemed to be a payment by the Company to or on account of the Superior Indebtedness, and no payments or distributions to the -129- 140 Trustee or the liquidation Holders of the Securities of assets by virtue of the subrogation herein provided for shall, as between the Company, its creditors other than the holders of Superior Indebtedness, and the Holders of the Securities, be deemed to be a payment to or dissolution on account of the Securities of any series (or any Coupons appertaining thereto). The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of Superior Indebtedness, on the other hand, and nothing contained in this Article or elsewhere in this Indenture or in the Securities of any series (or any Coupons appertaining thereto) is intended to or shall impair the obligation of the Company, which is unconditional and absolute, to pay the principal of and interest on the Securities of any series (or any Coupons appertaining thereto) and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Securities and creditors of the Company following other than the conveyance holders of Superior Indebtedness, nor shall anything herein or transfer therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article, of the holders of Superior Indebtedness in respect of cash, property or substantially all securities of its properties and assets as an entirety the Company otherwise payable or delivered to another Person the Trustee or any Holder of Securities upon the terms exercise of any such remedy. Upon any payment or distribution pursuant to this Section, the Trustee and conditions set forth any Holder of Securities shall be entitled to rely upon any order or decree of a court of competent jurisdiction in Article VIII shall not be deemed which any proceedings of the nature referred to fall within in this Section if are pending, and the Person formed Trustee, subject to the provisions of Section 701, and any Holder of Securities shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making such payment or distribution delivered to the Trustee or to any Holder of Securities, for the purpose of ascertaining the persons entitled to participate in such -130- 141 payment or distribution, the holders of the Superior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed therein and all other facts pertinent thereto or to this Section. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any person as a holder of Superior Indebtedness to participate in any payment or distribution pursuant to this Section, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Superior Indebtedness held by such consolidation person, as to the extent to which such person is entitled to participate in such payment or into which distribution, and as to other Facts pertinent to the rights of such person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. Nothing contained in this Article or elsewhere in this Indenture, or in any of the Securities of any series (or any Coupons appertaining thereto), shall prevent (a) the application by the Trustee or any Paying Agent of any moneys deposited with it hereunder to the payment of or on account of the principal of or interest on Securities of any series (or any Coupons appertaining thereto) if, at the time of such deposit (provided that the time of such deposit was not more than 10 days prior to the time of such payment), such payment would not have been prohibited by the foregoing provisions of this Section or (b) any payment by the Company 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 Trustee to any Holder of Securities of moneys in connection with a part redemption of Securities of any series if (i) notice of such consolidation, merger, conveyance or transfer, comply with redemption has been given to the conditions set forth Holders of the Securities to be redeemed pursuant to Article Eleven prior to the receipt by the Trustee of the written notice referred to in Article VIIISection 1404 and (ii) such notice of redemption is given not earlier than 60 days before the date fixed for redemption.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- any distribution of the Company's assets in connection with any dissolution, winding up, liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency or receivership proceedings (each such event, if any, herein sometimes referred to as a "Proceeding"), or upon an assignment for the benefit of creditors or otherwise: (i) all Senior Indebtedness (including without limitation all interest accruing on or after the filing of any petition in bankruptcy relating to the Company at the relevant contractual rate, whether or not such claim for post-petition interest is allowed in such Proceeding) must be paid in full in cash before the Holders of the Securities are entitled to any payments or distributions of any kind or character (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including the Securities) subordinated to the payment of the Securities), and (ii) any payment or distribution of the Company's assets of any kind or character, whether in cash, securities or other property, which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities shall be paid or delivered directly to the holders of such Senior Indebtedness (or their representative or trustee) in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full in cash before any payment or distribution is made to the Holders of the Securities. In the event that notwithstanding the subordination provisions set forth herein, any payment or distribution of assets of any kind or character is made on the Company Securities at a time when the respective payment is not permitted to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings be made as a result of the Companysubordination provisions described above and before all Senior Indebtedness is paid in full in cash, the Trustee or the holders of Senior Indebtedness of the Company Securities receiving such payment will be entitled required to receive pay over such payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due or to become due on all such Senior Indebtedness, or provision will be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory distribution to the holders of such Senior Indebtedness, before . For the Holders of the Notes are entitled to receive any Notes Payments other than payments in Permitted Junior Securities. In the event that, notwithstanding the foregoing provisions purposes of this SectionArticle only, the Trustee words "any payment or the Holder distribution of any Note kind or character" shall have received any Notes Payment before all Senior Indebtedness not be deemed to include shares of stock of the Company is paid in full as reorganized or payment thereof readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in cash or Cash Equivalents or otherwise in a manner satisfactory right of payment to the holders of such Senior Indebtedness, all then and in such event such Notes Payment shall be paid over or delivered forthwith to the holders of outstanding Senior Indebtedness for application to substantially the payment of such Senior Indebtedness remaining unpaid, to same extent as the extent necessary to pay such Senior Indebtedness Securities are so subordinated as provided in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtednessthis Article. 121 The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed to fall within this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII.in

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of (a) any payment insolvency or distribution of assets of the Company to creditors upon bankruptcy case or proceeding, or any receivership, liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities reorganization or any bankruptcy, insolvency other similar case or similar proceedings of the Company, the holders of Senior Indebtedness of the Company will be entitled to receive payment proceeding in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due or to become due on all such Senior Indebtedness, or provision will be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes are entitled to receive any Notes Payments other than payments in Permitted Junior Securities. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder holder of any Note Security of any series shall have received any Notes Payment payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash for, and if such fact shall, at or Cash Equivalents or otherwise in a manner satisfactory prior to the holders time of such Senior Indebtednesspayment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Company for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance sale, conveyance, transfer or transfer of all or substantially all lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed to fall within a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance sale, conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- any payment or distribution of assets of the Company to creditors upon Issuer. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, dissolutionreorganization or other similar case or proceeding in connection therewith, winding up, reorganization, assignment for relative to the benefit of Issuer or to its creditors, marshaling as such, or to its property, and in the event of assets and liabilities any voluntary liquidation, dissolution or any other winding up of the Issuer, whether or not involving insolvency or bankruptcy, insolvency or similar proceedings of the Company, then the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Indebtedness, or provision will be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, Indebtedness before the Holders of the Notes Securities are entitled to receive any Notes Payments payment on account of principal of or interest on the Securities, and to that end (but subject to the power of a court of competent jurisdiction to make other than payments equitable provision reflecting the rights conferred by the provisions of this Article upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan of reorganization under applicable bankruptcy law) the holders of Senior Indebtedness shall be entitled to receive any payment or distribution of any kind or character, whether in Permitted Junior cash, property or securities, which may be payable or deliverable in any such case or proceeding in respect of the Securities, except securities of the Issuer which are subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness then outstanding. In the event that, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Note Security shall have received any Notes Payment payment or distribution of any kind or character, whether in cash, property or securities (other than as aforesaid), before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash or Cash Equivalents or otherwise in a manner satisfactory for, and if such fact shall then have been made known to the holders of Trustee or, as the case may be, such Senior IndebtednessHolder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, agent or other Person making payment or distribution of Senior Indebtedness assets or securities of the Issuer for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 In the event that any Securities are declared due and payable before their final maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the foregoing paragraph shall not be applicable), the holders of the Senior Indebtedness outstanding at the time such Securities become due and payable because of such occurrence of an Event of Default shall be entitled to receive payment in full of all amounts due or to become due or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of the principal of or interest on the Securities. The consolidation of the Company Issuer with, or the merger of the Company Issuer into, another Person corporation or the liquidation or dissolution of the Company Issuer following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth in Article VIII Eight shall not be deemed to fall within a dissolution, winding up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIIIEight. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 5.06.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of any payment by, or distribution of the assets of of, the Company in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon the Company or its assets, (b) any liquidation, dissolutiondissolution or other winding-up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, then and in any such event the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses amounts due in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due or to become due on all such Senior Indebtedness, or provision will shall be made for such payment in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes Securities are entitled to receive any Notes Payments payment on account of principal of (or premium, if any), or interest on or any other than payments amount payable under the Securities, and to that end, the holders of Senior Indebtedness shall be entitled to receive, for application to the payment of such Senior Indebtedness, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held by them, any payment or distribution of any kind or character, whether in Permitted Junior Securitiescash, property or securities, that may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding-up or event, after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this SectionSection 13.02, the Trustee or the Holder of any Note Securities shall have received any Notes Payment ----- payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash for, and if, at or Cash Equivalents or otherwise in a manner satisfactory prior to the holders time of such Senior Indebtednesspayment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders of such Senior Indebtedness remaining unpaid or their representatives, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held by them, for application to the payment of such Senior Indebtedness remaining unpaid, thereof to the extent necessary to pay such all Senior Indebtedness in full, full after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. 121 The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed to fall within this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of (a) any payment insolvency or distribution of assets of bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Guarantor or its creditors, as such, or to creditors upon its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Guarantor, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, or creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the CompanyGuarantor, then and in any such event the holders of Senior Guarantor Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Guarantor Indebtedness, or provision will shall be made for such payment in cash money or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtednessmoney's worth, before the Holders of the Notes Guarantees are entitled to receive any Notes Payments payment under the Guarantees on account of principal on, premium, if any, or interest on the Securities and to that end the holders of Senior Guarantor Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Guarantees in any such case, proceeding, dissolution, liquidation or other than payments in Permitted Junior Securitieswinding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Note Security in respect of the related Guarantee shall have received any Notes Payment payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, before all Senior Guarantor Indebtedness of the Company is paid in full or payment thereof provided for in cash for, and if such fact shall, at or Cash Equivalents or otherwise in a manner satisfactory prior to the holders time of such Senior Indebtednesspayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Guarantor for application to the payment of such all Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Guarantor Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders holder of such Senior Guarantor Indebtedness. 121 For purposes of this Article Eighteen only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by a plan of reorganization or 110 readjustment, which are subordinated in right of payment to all Senior Guarantor Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Guarantees are so subordinated as provided in this Article Eighteen. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed to fall within a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company Guarantor is merged or the Person which acquires by conveyance or transfer all or substantially all of 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 set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of (i) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (ii) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Company for the benefit of its creditors or (iv) any other marshalling of the assets of the Company, all Senior Indebtedness shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made by the Company on account of the Debentures. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinate, at least to the extent provided in the subordination provisions of the Indenture with respect to the indebtedness evidenced by the Debentures, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for such subordination provisions) be payable or deliverable in respect of the Debentures shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full. No present or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the Debentures by any act or failure to act on the part of the Company. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company to creditors upon of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities kind or any bankruptcy, insolvency or similar proceedings of the Company, the holders of Senior Indebtedness of the Company will be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interestcharacter, whether in cash, property or not an allowed claim) including all amount due or to become due on all such Senior Indebtednesssecurities, or provision will prohibited by the foregoing, shall be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes are entitled to receive any Notes Payments other than payments in Permitted Junior Securities. In the event that, notwithstanding the foregoing provisions of this Section, received by the Trustee or the Holder of any Note shall have received any Notes Payment before all Senior Indebtedness of the Company is paid in full full, or provision is made for such payment thereof provided in money in accordance with its terms, such payment or distribution shall be held in trust for in cash the benefit of and shall be paid over or Cash Equivalents or otherwise in a manner satisfactory delivered to the holders of such Senior IndebtednessIndebtedness or their representative or representatives, then and in such event such Notes Payment shall be paid over or delivered forthwith to the holders of trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of such all Senior Indebtedness of the Company, as the case may be, remaining unpaid, unpaid to the extent necessary to pay such Senior Indebtedness in fullfull in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. 121 The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed to fall within this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- any payment or distribution of assets In case of the Company to creditors upon pendency of any receivership, insolvency, liquidation, dissolution, winding upbankruptcy, reorganization, assignment for arrangement, adjustment, composition or other judicial proceeding relative to the benefit of creditorsNote Issuer or its property (each such event, marshaling of assets and liabilities or any bankruptcyif any, insolvency or similar proceedings of the Companyherein sometimes referred to as a "Proceeding"), the holders of Senior Indebtedness of the Company will Note Issuer shall be entitled to receive payment in full of all principalprincipal of (and premium, premium (if any), ) and interest, penaltiesif any, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due or to become due on all such Senior Indebtedness, or provision will shall be made for such payment in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes Securities are entitled to receive or retain any Notes Payments payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other than payments Indebtedness of the Note Issuer (including the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Senior Subordinated Payment"), on account of principal of (or premium, if any) or interest (including Additional Sums and Additional Amounts, if any) on the Securities or on account of the purchase or other acquisition of Securities by the Note Issuer or any Subsidiary, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in Permitted Junior Securitiescash, property or securities, including any Senior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Note Security shall have received any Notes Payment payment or distribution of assets of the Note Issuer of any kind or character, whether in cash, property or securities, including any Senior Subordinated Payment, before all Senior Indebtedness of the Note Issuer and the Company is paid in full or payment thereof is provided for in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Note Issuer for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Note Issuer as reorganized or readjusted, or securities of the Note Issuer or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of 106 EXECUTION 116 the Company Note Issuer with, or the merger of the Company Note Issuer into, another Person or the liquidation or dissolution of the Company Note Issuer following the conveyance sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Note Issuer following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed to fall within a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company Note Issuer is merged or the Person which acquires by conveyance or transfer sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- of Company. In the event of any payment insolvency or distribution of assets of bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to creditors upon its creditors, as such, or to its property, and in the event of any voluntary liquidation, dissolution, dissolution or other winding up, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings up of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Indebtedness, or provision will be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, Indebtedness before the Holders of the Notes Securities are entitled to receive any Notes Payments payment on account of principal of (or premium, if any) or interest on the Securities, and to that end (but subject to the power of a court of competent jurisdiction to make other than payments equitable provision reflecting 1301,1401,1402 96 88 the rights conferred by the provisions of this Article upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan of reorganization under applicable bankruptcy law) the holders of Senior Indebtedness shall be entitled to receive any payment or distribution of any kind or character, whether in Permitted Junior cash, property or securities, which may be payable or deliverable in any such case or proceeding in respect of the Securities, except securities of the Company which are subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness then outstanding. In the event thatIf, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Note Security shall have received any Notes Payment payment or distribution of any kind or character, whether in cash, property or securities (other than as aforesaid), before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash or Cash Equivalents or otherwise in a manner satisfactory for, and if such fact shall then have been made known to the holders of Trustee or, as the case may be, such Senior IndebtednessHolder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, agent or other Person making payment or distribution of Senior Indebtedness assets or securities of the Company for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 If any Securities are declared due and payable before their Stated Maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the foregoing paragraph shall not be applicable), the holders of the Senior Indebtedness outstanding at the time such Securities become due and payable because of such occurrence of an Event of Default shall be entitled to receive payment in full of all amounts due or to become due or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on the Securities. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth in Article VIII Eight shall not be deemed to fall within a dissolution, winding up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIIIEight. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the ---------------------------------------------- event of any payment by, or distribution of the assets of of, the Company in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon the Company or its assets, (b) any liquidation, dissolutiondissolution or other winding-up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, then and in any such event the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses amounts due in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due or to become due on all such Senior Indebtedness, or provision will shall be made for such payment in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes are Holder is entitled to receive any Notes Payments payment on account of principal of (or premium, if any), or interest on or any other than payments amount payable under this Security, and to that end, the holders of Senior Indebtedness shall be entitled to receive, for application to the payment of such Senior Indebtedness, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held by them after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness, any payment or distribution of any kind or character, whether in Permitted Junior Securitiescash, property or securities, that may be payable or deliverable in respect of this Security in any such case, proceeding, dissolution, liquidation or other winding-up or event. In the event that, notwithstanding the foregoing provisions of this SectionSection 9.02, the Trustee or the Holder of any Note shall have received any Notes Payment payment or distribution of ---- assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash for, and if, at or Cash Equivalents or otherwise in a manner satisfactory prior to the holders time of such Senior Indebtednesspayment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been actually given to the Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders of such Senior Indebtedness remaining unpaid or their representatives, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held by them, for application to the payment of such Senior Indebtedness remaining unpaid, thereof to the extent necessary to pay such all Senior Indebtedness in full, full after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. 121 For purposes of this Article 9 only, the words "cash, property or - securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that in either case are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to substantially the same extent as, or to a greater extent than, this Security is so subordinated as provided in this Article 9. The consolidation of the Company with, or the merger of the Company - into, another Person or the liquidation or dissolution of the Company following the conveyance sale, lease, conveyance, transfer or transfer of all or substantially all other disposition of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII 4 shall not be deemed to fall within a dissolution, winding-up, - liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 9.02 if the Person formed by such consolidation or into which the ---- Company is merged or the Person which that acquires by conveyance sale, lease, conveyance, transfer or transfer other disposition such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance sale, lease, conveyance, transfer or transferother disposition, comply with the conditions set forth in Article VIII.4. -

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of (a) any payment insolvency or distribution of assets of bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to creditors upon its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, then and in any such event the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full in cash or other payment satisfactory to the holders of Senior Indebtedness of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Indebtedness, or provision will shall be made for such payment in cash or Cash Equivalents or otherwise in a manner other payment satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes Securities are entitled to receive any Notes Payments other than payments payment on account of Principal Amount, Restated Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, cash in Permitted Junior respect of Put Price, Liquidated Damages, Change in Control Purchase Price and cash interest on the Securities. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Note shall have received any Notes Payment before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash or Cash Equivalents or otherwise in a manner satisfactory and to the holders of such Senior Indebtedness, then and in such event such Notes Payment shall be paid over or delivered forthwith to that end the holders of Senior Indebtedness for application to or their representative or representatives or the payment trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, shall be entitled to receive from the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, ratably according to the aggregate amounts remaining unpaidunpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to pay such make payment in full of all Senior Indebtedness in fullremaining unpaid, after giving effect for application to the payment thereof, any concurrent payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the holders of such Senior Indebtednesstime be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article XII. 121 The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed to fall within a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 12.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- any payment or distribution of assets of the Company Guarantor to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency, debt restructuring or similar proceeding in connection with any insolvency or similar proceedings bankruptcy proceeding of the CompanyGuarantor (each such event, if any, herein sometimes referred to as a "PROCEEDING"), then the holders of Senior Indebtedness of the Company will Guarantor Liabilities shall be entitled to receive payment in full of all principalprincipal of (and premium, premium (if any) and interest (including interest after the commencement of any such Proceeding at the rate specified in the applicable Guarantor Liability), interestif any, penalties, reimbursement or indemnity amounts, fees and expenses in respect of on such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due or to become due on all such Senior IndebtednessGuarantor Liabilities, or provision will shall be made for such payment in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior IndebtednessGuarantor Liabilities, before the Holders of the Notes are entitled to receive or retain any Notes payment or distribution of any kind or character on account of any Guarantee Payments other than payments pursuant to this Guarantee Agreement, whether in Permitted Junior Securitiescash, property or securities (except for any Guarantee Payments that are due based upon funds deposited pursuant to Section 4.1(a)(ii)(B) of the Indenture or funds deposited for the redemption of Series A Debentures for which notice of redemption has been given and the applicable Redemption Date has passed), and to that end the holders of Guarantor Liabilities shall be entitled to receive, for application to the payment thereof any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Guarantee Payments in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, any payment or distribution of assets of the Trustee or the Holder Guarantor of any Note shall have received any Notes Payment kind or character is made at a time when the respective payment or distribution is not permitted to be made as a result of the subordination provisions described above and before all Senior Indebtedness of the Company is Guarantor Liabilities are paid in full or payment thereof is provided for in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Liabilities, and if such Senior Indebtednessfact shall, at or prior to the time of such payment or distribution, have been made known to the Guarantee Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Guarantor for application to the payment of such Senior Indebtedness all Guarantor Liabilities remaining unpaid, to the extent necessary to pay such Senior Indebtedness all Guarantor Liabilities in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessGuarantor Liabilities. 121 For the purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Guarantor, as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Guarantor Liabilities to substantially the same extent as the Guarantee Payments are so subordinated as provided in this Article. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance or transfer sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII 8 of the Indenture shall not be deemed to fall within a Proceeding for the purposes of this Section Section, if the Person formed by such consolidation or into which the Company Guarantor is merged or the Person which acquires by conveyance or transfer sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfersale, comply with the conditions set forth in Article VIII8 of the Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of any payment or distribution of assets of the Company to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the CompanyProceeding, the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Indebtedness, or provision will shall be made for such payment in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes Securities or coupons appertaining thereto are entitled to receive any Notes Payments Securities Payment (other than payments a Securities Payment in the form of Permitted Junior Securities), and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any Securities Payment (other than any Securities Payment in the form of Permitted Junior Securities), which may be payable or deliverable in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Note Security shall have received any Notes Securities Payment (other than any Securities Payment in the form of Permitted Junior Securities) before all Senior Indebtedness of the Company is paid in full or payment thereof is provided for in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, and if the Trustee or such Holder, as the case may be, shall, at or prior to the time of such Securities Payment have actual knowledge of such fact, then and in each such event event, such Notes Securities Payment shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Company for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed to fall within a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- any payment or distribution of assets In case of the Company to creditors upon pendency of any receivership, insolvency, liquidation, dissolution, winding upbankruptcy, reorganization, assignment for arrangement, adjustment, composition or other judicial proceeding relative to the benefit of creditorsNote Issuer or its property (each such event, marshaling of assets and liabilities or any bankruptcyif any, insolvency or similar proceedings of the Companyherein sometimes referred to as a "Proceeding"), the holders of Senior Indebtedness of the Company will Note Issuer shall be entitled to receive payment in full of all principalprincipal of (and premium, premium (if any), ) and interest, penaltiesif any, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due or to become due on all such Senior Indebtedness, or provision will shall be made for such payment in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes Securities are entitled to receive or retain any Notes Payments payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other than payments Indebtedness of the Note Issuer (including the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Senior Subordinated Payment"), on account of principal of (or premium, if any) or interest (including Additional Sums and Additional Amounts, if any) on the Securities or on account of the purchase or other acquisition of Securities by the Note Issuer or any Subsidiary, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in Permitted Junior Securitiescash, property or securities, including any Senior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Note Security shall have received any Notes Payment payment or distribution of assets of the Note Issuer of any kind or character, whether in cash, property or securities, including any Senior Subordinated Payment, before all Senior Indebtedness of the Note Issuer and the Company is paid in full or payment thereof is provided for in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Note Issuer for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Note Issuer as reorganized or readjusted, or securities of the Note Issuer or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company Note Issuer with, or the merger of the Company Note Issuer into, another Person or the liquidation or dissolution of the Company Note Issuer following the conveyance sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Note Issuer following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed to fall within a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company Note Issuer is merged or the Person which acquires by conveyance or transfer sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- Following the occurrence of a Consolidation Event, in the event of (a) any payment insolvency or distribution of assets of bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to creditors upon its creditors, as such, or to its assets, whether under Bankruptcy Law or otherwise, or (b) any liquidation, dissolutiondissolution or other winding up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, then and in any such event the holders of Senior Indebtedness of the Company will shall be entitled to indefeasibly receive payment in full and in cash of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Indebtedness, or provision will be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, Indebtedness before the Holders of the Notes are entitled to receive any Notes Payments payment on account of principal of or interest on or any other than payments in Permitted Junior Securitiesamounts owing under the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any Securities Payment. In the event that, notwithstanding the foregoing provisions of this SectionSection 11.2, the Trustee or the any Holder of any Note shall have received any Notes Securities Payment before all Senior Indebtedness of the Company is indefeasibly paid in full or payment thereof provided for and in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtednesscash, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Company for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to indefeasibly pay such all Senior Indebtedness in fullfull and in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 The consolidation For purposes of this Article XI only, the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII words "Securities Payment" shall not be deemed to fall within this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIIIinclude Reorganization Securities.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- of Company. In the event of any payment insolvency or distribution of assets of bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to creditors upon its creditors, as such, or to its property, and in the event of any voluntary liquidation, dissolution, dissolution or other winding up, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings up of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Indebtedness, or provision will be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, Indebtedness before the Holders of the Notes Securities are entitled to receive any Notes Payments payment on account of principal of (or premium, if any) or interest on the Securities, and to that end (but subject to the power of a court of competent jurisdiction to make other than payments equitable provision reflecting the rights conferred by the provisions of this Article upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan of reorganization under applicable bankruptcy law) the holders of Senior Indebtedness shall be entitled to receive any payment or distribution of any kind or character, whether in Permitted Junior cash, property or securities, which may be payable or deliverable in any such case or proceeding in respect of the Securities, except securities of the Company which are subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness then outstanding. In the event thatIf, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Note Security shall have received any Notes Payment payment or distribution of any kind or character, whether in cash, property or securities (other than as aforesaid), before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash or Cash Equivalents or otherwise in a manner satisfactory for, and if such fact shall then have been made known to the holders of Trustee or, as the case may be, such Senior IndebtednessHolder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, agent or other Person making payment or distribution of Senior Indebtedness assets or securities of the Company for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 If any Securities are declared due and payable before their Stated Maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the foregoing paragraph shall not be applicable), the holders of the Senior Indebtedness outstanding at the time such Securities become due and payable because of such occurrence of an Event of Default shall be entitled to receive payment in full of all amounts due or to become due or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on the Securities. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth in Article VIII Eight shall not be deemed to fall within a dissolution, winding up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIIIEight. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607. Section 1403. No Payment When Senior Indebtedness in Default in Payment.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of any payment by, or distribution of the assets of of, the Company in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to creditors upon the Company or its assets, (b) any liquidation, dissolutiondissolution or other winding-up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, then and in any such event the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses amounts due in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due or to become due on all such Senior Indebtedness, or provision will shall be made for such payment in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes are Holder is entitled to receive any Notes Payments payment on account of principal of (or premium, if any), or interest on or any other than payments amount payable under this Security, and to that end, the holders of Senior Indebtedness shall be entitled to receive, for application to the payment of such Senior Indebtedness, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held by them after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness, any payment or distribution of any kind or character, whether in Permitted Junior Securitiescash, property or securities, that may be payable or deliverable in respect of this Security in any such case, proceeding, dissolution, liquidation or other winding-up or event. In the event that, notwithstanding the foregoing provisions of this SectionSection 9.02, the Trustee or the Holder of any Note shall have received any Notes Payment payment or distribution of assets of ---- the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash for, and if, at or Cash Equivalents or otherwise in a manner satisfactory prior to the holders time of such Senior Indebtednesspayment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been actually given to the Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders of such Senior Indebtedness remaining unpaid or their representatives, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held by them, for application to the payment of such Senior Indebtedness remaining unpaid, thereof to the extent necessary to pay such all Senior Indebtedness in full, full after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. 121 For purposes of this Article 9 only, the words "cash, property or - securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that in either case are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to substantially the same extent as, or to a greater extent than, this Security is so subordinated as provided in this Article 9. The consolidation of the Company with, or the merger of the Company - into, another Person or the liquidation or dissolution of the Company following the conveyance sale, lease, conveyance, transfer or transfer of all or substantially all other disposition of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII 4 shall not be deemed to fall within a dissolution, winding-up, - liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 9.02 if the Person formed by such consolidation or into which the ---- Company is merged or the Person which that acquires by conveyance sale, lease, conveyance, transfer or transfer other disposition such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance sale, lease, conveyance, transfer or transferother disposition, comply with the conditions set forth in Article VIII.4. -

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of (a) any payment insolvency or distribution of assets of bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Guarantor or its creditors, as such, or to creditors upon its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Guarantor, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, marshaling or creditors or any other marshalling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the CompanyGuarantor, then and in any such event the holders of Senior Guarantor Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Guarantor Indebtedness, or provision will shall be made for such payment in cash money or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtednessmoney's worth, before the Holders of the Notes Guarantees are entitled to receive any Notes Payments payment under the Guarantees on account of principal on, premium, if any, or interest on the Securities and to that end the holders of Senior Guarantor Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Guarantees in any such case, proceeding, dissolution, liquidation or other than payments in Permitted Junior Securitieswinding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Note Security in respect of the related Guarantee shall have received any Notes Payment payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, before all Senior Guarantor Indebtedness of the Company is paid in full or payment thereof provided for in cash for, and if such fact shall, at or Cash Equivalents or otherwise in a manner satisfactory prior to the holders time of such Senior Indebtednesspayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Guarantor for application to the payment of such all Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Guarantor Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders holder of such Senior Guarantor Indebtedness. 121 For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by a plan of reorganization or readjustment, which are subordinated in right of payment to all Senior Guarantor Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Guarantees are so subordinated as provided in this Article. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed to fall within a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment, before the Holders of the Securities are entitled to receive any payment on account of principal of or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. Upon ----------------------------------------------- the occurrence of any of the events described in clauses (a), (b) or (c) of the immediately preceding paragraph, in the event that notwithstanding the foregoing provisions of this Section the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company to creditors upon of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities kind or any bankruptcy, insolvency or similar proceedings of the Company, the holders of Senior Indebtedness of the Company will be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interestcharacter, whether in cash, property or not an allowed claim) including all amount due or to become due on all such Senior Indebtedness51 securities, or provision will be made for payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes are entitled to receive any Notes Payments other than payments in Permitted Junior Securities. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Note shall have received any Notes Payment before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash for, and if such fact shall, at or Cash Equivalents or otherwise in a manner satisfactory prior to the holders time of such Senior Indebtednesspayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Company for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed to fall within a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the respective conditions set forth in Article VIIINine.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of (a) any payment insolvency or distribution of assets of bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Guarantor or its creditors, as such, or to creditors upon its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Guarantor, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, or creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the CompanyGuarantor, then and in any such event the holders of Senior Guarantor Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Guarantor Indebtedness, or provision will shall be made for such payment in cash money or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtednessmoney's worth, before the Holders of the Notes Guarantees are entitled to receive any Notes Payments payment under the Guarantees on account of principal on, premium, if any, or interest on the Securities and to that end the holders of Senior Guarantor Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Guarantees in any such case, proceeding, dissolution, liquidation or other than payments in Permitted Junior Securitieswinding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Note Security in respect of the related Guarantee shall have received any Notes Payment payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, before all Senior Guarantor Indebtedness of the Company is paid in full or payment thereof provided for in cash for, and if such fact shall, at or Cash Equivalents or otherwise in a manner satisfactory prior to the holders time of such Senior Indebtednesspayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Guarantor for application to the payment of such all Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Guarantor Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders holder of such Senior Guarantor Indebtedness. 121 For purposes of this Article Eighteen only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by a plan of reorganization or readjustment, which are subordinated in right of payment to all Senior Guarantor Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Guarantees are so subordinated as provided in this Article Eighteen. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed to fall within a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company Guarantor is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assets as an entiretyassets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of (a) any payment insolvency or distribution of assets of bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to creditors upon its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, marshaling creditors or any other marshalling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, then and in any such event the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Indebtedness, or provision will shall be made for such payment in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtednesscash, before the Holders of the Notes Securities are entitled to receive any Notes Payments other than payments in Permitted Junior Securities. In the event that, notwithstanding the foregoing provisions of this SectionSection , the Trustee or the Holder of any Note Security shall have received any Notes Payment payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness of the Company is paid in full or payment thereof provided for in cash for, and if such fact shall, at or Cash Equivalents or otherwise in a manner satisfactory prior to the holders time of such Senior Indebtednesspayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Company for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed to fall within a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII.,

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- any payment or distribution of assets In case of the Company to creditors upon pendency of any receivership, insolvency, liquidation, dissolution, winding upbankruptcy, reorganization, assignment for arrangement, adjustment, composition or other judicial proceeding relative to the benefit of creditorsNote Issuer or its property (each such event, marshaling of assets and liabilities or any bankruptcyif any, insolvency or similar proceedings of the Companyherein sometimes referred to as a "Proceeding"), the holders of Senior Indebtedness of the Company will Note Issuer shall be entitled to receive payment in full of all principalprincipal of (and premium, premium (if any), ) and interest, penaltiesif any, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due or to become due on all such Senior Indebtedness, or provision will shall be made for such payment in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes Securities are entitled to receive or retain any Notes Payments payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other than payments Indebtedness of the Note Issuer (including the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Senior Subordinated Payment"), on account of principal of (or premium, if any) or interest (including Additional Sums and Additional Amounts, if any) on the Securities or on account of the purchase or other acquisition of Securities by the Note Issuer or any Subsidiary, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in Permitted Junior Securitiescash, property or securities, including any Senior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Note Security shall have received any Notes Payment payment or distribution of assets of the Note Issuer of any kind or character, whether in cash, property or securities, including any Senior Subordinated Payment, before all Senior Indebtedness of the Note Issuer and the Company is paid in full or payment thereof is provided for in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Note Issuer for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 106 EXECUTION 116 For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Note Issuer as reorganized or readjusted, or securities of the Note Issuer or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company Note Issuer with, or the merger of the Company Note Issuer into, another Person or the liquidation or dissolution of the Company Note Issuer following the conveyance sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Note Issuer following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed to fall within a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company Note Issuer is merged or the Person which acquires by conveyance or transfer sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- In the event of ---------------------------------------------- (a) any payment insolvency or distribution of assets of bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to creditors upon its creditors, as such, or to its assets, or (b) any liquidation, dissolutiondissolution or other winding up of the Company, winding upwhether voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, or (c) any assignment for the benefit of creditors, creditors or any other marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, then and in any such event the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full in cash or other payment satisfactory to the holders of Senior Indebtedness of all principal, premium (if any), interest, penalties, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount amounts due or to become due on or in respect of all such Senior Indebtedness, or provision will shall be made for such payment in cash or Cash Equivalents or otherwise in a manner other payment satisfactory to the holders of such Senior Indebtedness, before the Holders holders of the Notes are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Notes Payments in any such case, proceeding, dissolution, liquidation or other than payments in Permitted Junior Securitieswinding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder holder of any Note shall have received any Notes Payment payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness of the Company is paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or payment thereof provided for in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, then and in such event such Notes Payment payment or distribution shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Indebtedness assets of the Company for application to the payment of such all Senior Indebtedness remaining unpaid, to the extent necessary to pay such all Senior Indebtedness in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 121 For purposes of this Article Four only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article Four. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII Twelve shall not be deemed to fall within a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 4.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIIITwelve.

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- any payment or distribution of assets In case of the Company to creditors upon pendency of any receivership, insolvency, liquidation, dissolution, winding upbankruptcy, reorganization, assignment for arrangement, adjustment, composition or other judicial proceeding relative to the benefit of creditorsCompany (each such event, marshaling of assets and liabilities or any bankruptcyif any, insolvency or similar proceedings of the Companyherein sometimes referred to as a “Proceeding”), then the holders of Senior Indebtedness of the Company will shall be entitled to receive payment in full of all principalprincipal of (and premium, premium (if any), ) and interest, penaltiesif any, reimbursement or indemnity amounts, fees and expenses in respect of such Senior Indebtedness (including, as provided below, any post-petition interest, whether or not an allowed claim) including all amount due or to become due on all such Senior Indebtedness, or provision will shall be made for such payment in cash or Cash Equivalents cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, before the Holders of the Notes Securities are entitled to receive any Notes Payments other than payments in Permitted Junior Securities. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee payment or the Holder distribution of any Note shall have received kind or character, whether in cash, property or securities (including any Notes Payment before all Senior Indebtedness payment or distribution which may be payable or deliverable by reason of the payment of any other debt of the Company is paid in full or payment thereof provided for in cash or Cash Equivalents or otherwise in a manner satisfactory (including any series of the Securities) subordinated to the holders payment of the Securities, such Senior Indebtednesspayment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), then on account of principal of (or premium, if any) or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and in such event such Notes Payment shall be paid over or delivered forthwith to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment of such Senior Indebtedness remaining unpaidthereof, to the extent necessary to pay such Senior Indebtedness in full, after giving effect to any concurrent payment or distribution of any kind of character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding. For purposes of this Article only, the words “any payment or distribution 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 Person provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the holders of such Senior Indebtednesssame extent as the Securities are so subordinated as provided in this Article. 121 The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed to fall within a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Article VIIIEight.