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

Payment Over of Proceeds Upon Dissolution. In the event of (a) any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Debt shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of 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 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 cash, property or securities, including any Junior Subordinated Payment, that 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 Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. 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 corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt 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 sale of all or 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 shall not be deemed 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 that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution. In the event of ----------------------------------------- (a) any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets of the Company company (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Debt shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of 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 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 cash, property or securities, including any Junior Subordinated Payment, that 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 Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. 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 corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt 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 sale of all or 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 shall not be deemed 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 that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution. In the event of (a) any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Debt shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of 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 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 cash, property or securities, including any Junior Subordinated Payment, that 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 Security shall have received Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), including upon any Junior Subordinated Paymentdissolution or winding-up or total liquidation or reorganization of the Company, before whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, all Senior Debt is Indebtedness shall first be paid in full or payment thereof is provided for in cash before the Holders of the Notes or cash equivalents the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of, premium, if any, or otherwise in a manner satisfactory interest on the Notes, or any payment by the Company to acquire any of the Notes for cash, property or securities, or any distribution by the Company with respect to the holders Notes of Senior Debtany cash, and if such fact shall, at property or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such securities (excluding any payment or distribution shall of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be paid over made by, or delivered forthwith to on behalf of, the trustee in bankruptcyCompany of the principal of, receiverpremium, liquidating trusteeif any, custodianor interest on the Notes upon any such dissolution or winding-up or total liquidation or reorganization, assignee, agent or other Person making any payment or distribution of assets or securities of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. 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 securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to include shares of stock which the Holders of the Company as reorganized Notes or readjustedthe Trustee on their behalf would be entitled, or securities but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other corporation provided for Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by a plan such holders) or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, their representatives or to a greater the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent thannecessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, distribution or the merger of the Company into, another Person provision therefor to 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 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 shall not be deemed 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 that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part holders of such consolidation, merger, or sale comply with the conditions set forth in Article VIIISenior Indebtedness.

Payment Over of Proceeds Upon Dissolution. Etc. ---- In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding"), then ) the holders of Senior Debt shall be entitled to receive or retain payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment")securities, on account of principal of (or premium, if any) or interest (including any Additional Interest) on or other obligations in respect of the Securities Notes or on account of the any purchase or other acquisition of Securities Notes by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a "Notes 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 cash, property or securities, including any Junior Subordinated Payment, that Notes Payment which may be payable or deliverable in respect of the Securities Notes in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, Notes Payment before all Senior Debt of the Company is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior such Debt, and if such fact shall, at or prior to the time of such payment or distributionNotes Payment, 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 payment or distribution Notes Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person person making payment or distribution of assets of the Company for the application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all the Senior Debt in full, after giving effect full in cash or Cash Equivalents or otherwise in a manner satisfactory to any concurrent payment or distribution to or for the holders of such Senior Debt. 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 a payment or distribution of stock of the Company as reorganized or readjusted, or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by a such plan or of reorganization or readjustment, in each case, readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, as the Securities Notes 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 sale of all conveyance or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale 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 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 that which acquires by sale 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 sale transfer, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyBorrower or to its assets, its creditors or its property, (bii) any proceeding for the liquidation, dissolution, dissolution or other winding up of the CompanyBorrower, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets and liabilities of the Company Borrower (each such eventcollectively, if any, herein sometimes referred to as a "ProceedingBankruptcy Events"), then and in any such event: the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash of all amounts due or cash equivalents to become due on or otherwise in respect of all Senior Indebtedness (including interest after the commencement of a manner satisfactory to Bankruptcy Event at the holders of rate specified in the Senior DebtIndebtedness, whether or not allowed), before the Holders of the Securities are any Lender is entitled to receive any direct or retain indirect payment or distribution on account of Subordinated Obligations including, without limitation, by exercise of set-off and any payment which may be payable or deliverable by reason of any other Indebtedness being subordinated in right of payment to the Subordinated Obligations; any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities (including, without limitation, securities of the Borrower or any successor), by set-off or otherwise, to which any Lender would be entitled on account of the Subordinated Obligations but for the provisions of this Section 9 or 2.02, including any such payment by or distribution that which may be payable or deliverable by reason of the payment of any other debt Indebtedness of the Company (including any series of the Securities) Borrower being subordinated to the payment of the Securities, Subordinated Obligations (except for any such payment or distribution (1) authorized by an unstayed, final, nonappealable order or decree stating that effect is being hereafter referred given to the subordination of such Subordinated Obligations to the Senior Indebtedness, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or (2) of securities which, if debt securities, are subordinated to at least the same extent as the Subordinated Obligations are to (A) such Senior Indebtedness or (B) any securities issued in exchange for Senior Indebtedness; provided, however, that (x) the final maturity of such securities shall not be earlier than one year following the maturity date of the last to mature of the Senior Indebtedness (including any securities issued in exchange therefor) at the time outstanding and the scheduled amortization thereof shall not be more favorable (as to amount or time of payment) than the scheduled amortization of the principal amount of the Subordinated Obligations, (y) such securities shall contain covenants which are no more restrictive than the covenants contained herein and shall not contain greater defaults than as are contained herein, and (z) such securities shall bear interest at a "Junior Subordinated Payment")rate per annum less than or equal to 14% per annum computed on the same basis as described herein) shall be paid by 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, directly to the holders of all Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of principal such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment 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 distribution to that end the holders of such Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether Indebtedness; and in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 9, the Trustee or the Holder of any Security Lender shall have received any such payment or distribution of assets of the Company Borrower of any kind or charactercharacter on account of the Subordinated Obligations, whether in cashwhether, property or securitiessecurities (including, without limitation, securities of the Borrower or any successor thereto), including any Junior such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Borrower being subordinated to the payment of the Subordinated Payment, Obligations (but excluding any payment of the character described in the parenthetical clause in the foregoing paragraph (b)) before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfull, then and in such event such payment or distribution shall be paid over or delivered delivered, in accordance with Section 9.10 hereof, forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Borrower for application to the payment of all such Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. For purposes If, notwithstanding the provisions of this Article onlyAgreement, the words "there shall occur 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 corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt 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 Borrower with, or the any merger of the Company Borrower into, another Person corporation or the liquidation or dissolution of the Company Borrower following the sale of all any conveyance, transfer or substantially all lease 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 shall not be deemed 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 that acquires by sale such properties and assets substantially as an entiretyentirety to another corporation, as such consolidation, merger or liquidation shall not be deemed a Bankruptcy Event; provided, that no other Bankruptcy Event shall have occurred and be continuing at the case may be, shall, as a part time of such consolidation, merger, merger or sale comply with liquidation. The Bank is hereby authorized to file an appropriate claim on behalf of the conditions set forth Lenders if the Lenders do not file such claim or there is not filed on behalf of the Lenders a proper proof of claim in Article VIIIthe form required in any Bankruptcy Event prior to thirty (30) days before the expiration of the time to file such claim or claims.

Payment Over of Proceeds Upon Dissolution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets and liabilities of the Company (each such event, if any, herein sometimes referred to as a "Proceeding")Company, then and in any such event the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such all Senior DebtIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior DebtIndebtedness, before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), 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 Notes, and to that end the holders of Senior Debt 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, including any Junior Subordinated Payment, that which may be payable or deliverable in respect of the Securities Notes in any such Proceedingcase, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtfor, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtIndebtedness. For purposes of this Article XII 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 capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or of reorganization or readjustment, readjustment which in each case, which securities either case are subordinated in right of payment to all then Senior Indebtedness which may at the time be outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities Notes are so subordinated as provided in this ArticleArticle XII. 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 sale of all conveyance or substantially all transfer 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 shall not be deemed a Proceeding 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 that which acquires by sale 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 sale transfer, comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution. Etc. ---- In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding"), then ) the holders of Senior Debt shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment")securities, on account of principal of (or premium, if any) or interest (including any Additional Interest) on or other obligations in respect of the Securities or on account of the any purchase or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a "Securities 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 cash, property or securities, including any Junior Subordinated Payment, that Securities 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 Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, Securities Payment before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distributionSecurities Payment, 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 payment or distribution Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. 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 a payment or distribution of stock of the Company as reorganized or readjusted, or securities of the Company provided for by a plan of reorganization or read- justment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by a such plan or of reorganization or readjustment, in each case, readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, as 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 sale of all conveyance or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale 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 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 that which acquires by sale 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 sale 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, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial proceeding similar case or proceeding, relative to the CompanyCompany or to its creditors, as such, or to a substantial part of its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any general assignment by the Company for the benefit benefits of creditors or (d) any other marshaling of the assets and liabilities of the Company (each such event, if any, herein sometimes referred to as a "Proceeding")Company, then and in any such event the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such all Senior Debt, Indebtedness; or provision shall be made for such payment in cash money or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtmoney's worth, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment")securities, on account of principal of or premium and Additional Amounts, if any, or interest (including any Additional Interest) on the Securities or on account of Securities, other than with respect to the purchase or other acquisition of Securities by the Company or any Subsidiary Collateral, and to that end the holders of Senior Debt 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, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, that which may be payable or deliverable in respect of the Securities in any such Proceedingcase, proceeding dissolution, liquidation or other winding up or event other than with respect to the Collateral. 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 of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, other than with respect to the Collateral, before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtfor, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee oror such Holder, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtIndebtedness. 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 securities of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or of reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then Senior Indebtedness which may at the time be outstanding Senior Debt 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 sale of all conveyance or substantially all transfer 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 a Proceeding dissolution, winding up, liquidation, reorganization, general 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 that which acquires by sale 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 sale transfer, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution. In Upon any distribution of assets of the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding")Company, then and in any such event the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such all Senior DebtIndebtedness, or provision shall be made for such payment in cash money or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtmoney's worth, before the Holders of the Securities Noteholders are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securitiesprincipal of, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment")premium, on account of principal of if any, or interest on all Notes (including any Additional Interestincluding, but not limited to, the Redemption Price with respect to Notes called for redemption in accordance with Section 3.2 or the Repurchase Price of Notes submitted for repurchase in accordance with Section 15.2) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt 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, including any Junior Subordinated Payment, that which may be payable or deliverable in respect of the Securities Notes in any such Proceedingcase, proceeding, dissolution, liquidation or other winding up or event, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes. When used in this Article IV, "payment in full" means, with respect to Designated Senior Indebtedness, payment in full in cash or other form of payment acceptable to the holder of such Designated Senior Indebtedness of all amounts due or to become due or in respect of all such Designated Senior Indebtedness. "Paid in full" shall have a correlative meaning. In the event that, notwithstanding the foregoing provisions of this SectionSection 4.2, the Trustee or the Holder of any Security Noteholder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtfor, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such HolderNoteholder, then and then, in such event event, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. 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 corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleIndebtedness. 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 sale of all conveyance or substantially all transfer 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 XI shall not be deemed a Proceeding 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 4.2 if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, shall as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIIIXI.

Payment Over of Proceeds Upon Dissolution. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganizationrelief, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the Company, its creditors maker or its propertycreditors, as such, or to any of its assets, or (bii) any proceeding for the liquidation, dissolution, reorganization or other winding up of the Companymaker, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding")maker, then the holders of the Senior Debt Indebtedness shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such the Senior DebtIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtcash, before the Holders of the Securities are Holder is entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of 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 hereunder, and to that end the holders of the Senior Debt 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, including any Junior Subordinated Payment, that securities which may be payable or deliverable in respect of the Securities Note in any such Proceedingcase, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding Notwithstanding the foregoing provisions of this Sectionclause (a), the Trustee or if the Holder of any Security shall have received any payment or distribution of assets of the Company maker of any kind or character, whether in cash, property or securities, including securities during the pendency of any Junior Subordinated Payment, proceeding referred to in clause (a) before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfor, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company maker for the application to the payment of all the Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all the Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. 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 corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt 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 sale of all or 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 shall not be deemed 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 that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIIIIndebtedness.

Payment Over of Proceeds Upon Dissolution. Etc In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyIssuer or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the CompanyIssuer, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding")Issuer, then and in any such event the holders of Senior and Senior Subordinated Debt of the Issuer shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of all Senior and interest, if any, on such Senior DebtSubordinated Debt of the Issuer, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtcash, before the Holders of the Securities and the coupons, if any, appertaining thereto are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), character on account of principal of (or premium, if any, on) or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or and any Subsidiary coupons appertaining thereto, and to that end the holders of Senior and Senior Subordinated Debt of the Issuer 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, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Securities, that which may be payable or deliverable in respect of the Securities and the coupons, if any, appertaining thereto in any such Proceedingcase, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or of any coupon appertaining thereto shall have received any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Securities and any coupons appertaining thereto, before all Senior and Senior Subordinated Debt is of the Issuer are paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfor, then and in such event such payment or distribution shall be held for the benefit of and, upon receipt by the Trustee of the notice set forth in Section 15.09, shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or 100 other Person making payment or distribution of assets of the Company Issuer for application to the payment of all Senior and Senior Subordinated Debt of the Issuer remaining unpaid, to the extent necessary to pay all Senior and Senior Subordinated Debt of the Issuer in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debtand Senior Subordinated Debt of the Issuer. 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 Issuer as reorganized or readjusted, or securities of the Company Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a plan or of reorganization or readjustment, in each case, readjustment which securities are subordinated in right of payment to all then Senior and Senior Subordinated Debt of the Issuer which may at the time be outstanding Senior Debt 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 Issuer with, or the merger of the Company Issuer into, another Person or the liquidation or dissolution of the Company Issuer following the sale of all conveyance or substantially all transfer 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 conditions, if any, set forth in Article VIII an Officer's Certificate or supplemental indenture creating any series of Securities shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Issuer for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entiretysurviving Person, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale comply transfer, complies with the conditions conditions, if any, set forth in Article VIIIsuch Officer's Certificate or supplemental indenture.

Payment Over of Proceeds Upon Dissolution. In the event of ETC. (a) any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Debt shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain Upon any payment or distribution of any kind or character, whether in cash, property assets or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the SecuritiesCompany, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of 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 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 cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness (including any Junior interest accruing subsequent to an event specified in Sections 501(7) and 501(8) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Company on account of Senior Subordinated PaymentObligations, that may be payable or deliverable in respect any payment to acquire any of the Securities in for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by the Company of any Senior Subordinated Obligations upon any such Proceeding. In the event thatdissolution, notwithstanding the foregoing provisions of this Sectionwinding up, the Trustee liquidation or the Holder of any Security shall have received reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, including to which the Holders or the Trustee on behalf of the Holders would be entitled, but for the provisions of this Article Fourteen, shall be made by the Company or by any Junior Subordinated Paymentreceiver, before all Senior Debt is paid trustee in full bankruptcy, liquidating trustee, agent or other similar Person making such payment thereof is provided for in cash or cash equivalents distribution, or otherwise in a manner satisfactory by the Holders or the Trustee if received by them or it, directly to the holders of Senior DebtIndebtedness (PRO RATA to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their Representatives, and if or to any trustee or trustees under any other indenture pursuant to which any such fact shall, at or prior to the time of such payment or distribution, Senior Indebtedness may have been made known to a Responsible Officer of the Trustee orissued, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaidtheir respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. 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 corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt 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 sale of all or 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 shall not be deemed 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 that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIIIIndebtedness.

Payment Over of Proceeds Upon Dissolution. In Upon any distribution of assets of the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding")Company, then and in any such event the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such all Senior DebtIndebtedness, or provision shall be made for such payment in cash money or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtmoney's worth, before the Holders of the Securities Noteholders are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securitiesprincipal of, such payment premium, if any, and interest on all Notes (including, but not limited to, the Redemption Price with respect to Notes called for redemption in accordance with Section 3.2 or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account the Repurchase Price of principal of or interest (including any Additional InterestNotes submitted for repurchase in accordance with Section 15.2) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt 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, including any Junior Subordinated Payment, that which may be payable or deliverable in respect of the Securities Notes in any such Proceedingcase, proceeding, dissolution, liquidation or other winding up or event, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes. In the event that, notwithstanding the foregoing provisions of this SectionSection 4.2, the Trustee or the Holder of any Security Noteholder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtfor, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such HolderNoteholder, then and then, in such event event, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. 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 corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleIndebtedness. 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 sale of all conveyance or substantially all transfer 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 XI shall not be deemed a Proceeding 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 4.2 if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, shall as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIIIXI.