Common use of Payment over Proceeds upon Dissolution, Etc Clause in Contracts

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Fourteen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Senior Debt are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, for application to the payment of all such Senior Debt remaining unpaid, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 of this Indenture.

Payment over Proceeds upon Dissolution, Etc. In the event of (a) Upon 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, whether voluntary or involuntary 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 general assignment for the benefit of creditors or other marshalling of assets or liabilities of the Company (except in connection with the merger or consolidation of the Company or its liquidation or dissolution following the transfer of substantially all of its assets, upon the terms and conditions permitted as described under Section 6.01), then and in any such event: (i) the holders of Senior Debt of the Company shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of Senior Debt, in any other manner, of all amounts due on or in respect of all Senior Debt of the Company, or provision shall be made for such payment, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character on account of principal of, premium, if any, interest on, or Additional Interest, if any, on the Securities; and (ii) any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property Property or securities, by set-off or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securitiesotherwise, to which the Holders or the Trustee on their behalf would be entitled, entitled but for the provisions of this Article Fourteen, 12 shall be made paid by the Company liquidating trustee or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, whether a trustee in bankruptcy, a receiver or by the Holders liquidating trustee or the Trustee if received by them or itotherwise, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representative or representatives or to any the trustee or trustees under any indenture pursuant to under which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests appearratably according to the aggregate amounts remaining unpaid on account of the Senior Debt held or represented by each, to the extent necessary to pay make payment in full in cash, Cash Equivalents or, as acceptable to holders of Senior Debt, in any other manner, of all such Senior Debt in full, in cash or cash equivalentsremaining unpaid, after giving effect to any concurrent paymentpayment or distribution, distribution or provision therefor therefor, to or for the holders of such Senior Debt.; and (biii) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment foregoing provisions of this Section 12.02, the Trustee or distribution, the Holder of any Security shall have received any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received including, without limitation, by the Trustee way of set-off or any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations otherwise, in respect of principal of, premium, if any, interest on, Additional Interest, if any, on or any other obligation owing in respect of, the Securities before all Senior Debt are of the Company is paid in fullfull or payment thereof provided for, then and in cash or cash equivalents, such event such payment or distribution shall be received and held by the recipient in trust for the benefit of, of holders of Senior Debt and shall be immediately paid over or delivered to, to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representative or representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, for application to the extent necessary to make payment in full of all such Senior Debt remaining unpaid, in cash or cash equivalents, after giving effect to any concurrent paymentpayment or distribution, distribution or provision therefor therefor, to or for the holders of such Senior Debt. (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer, transfer or lease or other disposition of all or substantially all of its property properties and assets substantially as an entirety to another corporation Person upon the terms and conditions provided set forth in Section 8.1 of this Indenture Article 6 hereof shall not be deemed a dissolution, winding winding-up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets and liabilities of the Company for the purposes of this Section 14.3 Article 12 if the Person formed by such other corporation consolidation or the surviving entity of such merger or the person which acquires by conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease transfer or other dispositionlease, comply (to the extent required) with the conditions stated set forth in Section 8.1 of this Indenturesuch Article 6 hereof.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company a Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Guarantor Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company such Guarantor on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Guarantees for cash, property or securities, or any distribution with respect to the Securities Guarantees of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company any Guarantor on any Security Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenSixteen, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Guarantor Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of the Companyany Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Guarantor Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Guarantor Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Guarantor Senior Debt are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt may have been issued, as their respective interests appear, for application to the payment of all such Guarantor Senior Debt remaining unpaidunpaid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (d) For purposes of this Section 14.316.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Guarantees to be treated in any case or proceeding or similar event described in this Section 14.3 16.3 as part of the same class of claims as the Guarantor Senior Debt or any class of claims pari passu with, or senior to, the Guarantor Senior Debt for any payment or distribution, securities of the Company any Guarantor or any other corporation Person provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Guarantees are subordinated, to the payment of all Guarantor Senior Debt then outstanding; provided that (i1) if a new corporation Person results from such reorganization or readjustment, such corporation Person assumes the Guarantor Senior Debt and (ii2) the rights of the holders of the Guarantor Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another corporation Person or the liquidation or dissolution of the Company a Guarantor following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon Person without violation of the terms and conditions provided in Section 8.1 of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 of this Indenture16.3.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h), 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 holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of principal, premium and interest on the SecuritiesNotes, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with principal, premium and interest on the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Notes in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FourteenXV, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, to such receiver, trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder holder at a time when such payment or distribution is prohibited by clause (aSection 15.03(a) above hereof and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.315.03, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Notes to be treated in any case or proceeding or similar event described in this Section 14.3 15.03, as part of the same class of claims as the Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Notes are subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 of this Indenture Article XI shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 15.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 of this IndentureArticle XI.

Payment over Proceeds upon Dissolution, Etc. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor shall furnish to the Trustee: (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding winding-up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditorsproceedings, all amounts due or to become due upon all Guarantor Senior Debt Indebtedness of such Guarantor shall first be paid in full, full in cash or cash equivalents, before the Holders of the Notes or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of, premium, if any, or interest on the Notes pursuant to such Guarantor’s Guarantee, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of, premium, if any, or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with Notes upon any such dissolution, winding up, dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities for the Company of such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FourteenIndenture, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or itdistribution, directly to the holders of the Guarantor Senior Debt Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt Indebtedness held by such holders) or their representatives or to any the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness in full, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Notes at a time when such payment or distribution is prohibited by clause (aSection 12.02(a) above and before all obligations in respect of the Guarantor Senior Debt Indebtedness of such Guarantor are paid in full, full in cash or cash equivalentscash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt Indebtedness held by such holders) or their representatives respective representatives, or to any the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Debt remaining unpaid, Indebtedness has been paid in full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustmentIndebtedness. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another corporation or the liquidation or dissolution of the Company any Guarantor following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Section 8.1 of this Indenture Article Five shall not be deemed a dissolution, winding winding-up, liquidation or reorganization for the purposes of this Section 14.3 12.02 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 of this IndentureArticle Five.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditorsproceedings, all amounts due or to become due upon all Guarantor Senior Debt Indebtedness of such Guarantor shall first be paid in full, full in cash or cash equivalents, before the Holders or the Trustee on their behalf holders of Senior Subordinated Notes shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of or interest on the Senior Subordinated Notes pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities Senior Subordinated Notes for cash, property or securities, or any distribution with respect to the Securities Senior Subordinated Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with Senior Subordinated Notes upon any such dissolution, dissolution or winding up, up or total liquidation or reorganization, any payment or distribution of assets or securities for the Company of such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders GOF or the Trustee on their behalf its successors or assigns would be entitledentitled in respect of the Senior Subordinated Notes, but for the subordination provisions of this Article FourteenAgreement, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or itdistribution, directly to the holders of the Guarantor Senior Debt Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt Indebtedness held by such holders) or their representatives or to any the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness in full, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by made directly to holders of the Trustee or any Holder Senior Subordinated Notes at a time when such payment or distribution is prohibited by clause (aSection 3.09(a) above and before all obligations in respect of the Guarantor Senior Debt Indebtedness of such Guarantor are paid in full, full in cash or cash equivalentscash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered by the recipient thereof (if notice of the conditions prohibiting such payment under Section 3.09(a) has been received thereby) to, the holders of such Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt Indebtedness held by such holders) or their representatives respective representatives, or to any the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Debt remaining unpaid, Indebtedness has been paid in full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness. (dc) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another corporation or the liquidation or dissolution of the Company any Guarantor following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Section 8.1 of this Indenture 6.02 shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 3.09 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 of this Indenture6.02.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or securities any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company's insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Company 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 or distribution which may be payable or deliverable by reason of the payment of any other than with Indebtedness of the moneyCompany (including any series of the Securities) subordinated to the payment of the Securities, securities such payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution being hereinafter referred to as a "Junior Subordinated Payment"), in connection with any dissolution on account of principal of (or winding up premium, if any) or total interest on the Securities or partial liquidation or reorganization on account of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership purchase or other proceedings acquisition of Securities by the Company or other marshalling any Subsidiary and to that end the holders of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf Indebtedness shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securitiesreceive, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganizationthereof, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to including any Junior Subordinated Payment, which the Holders may be payable or the Trustee on their behalf would be entitled, but for the provisions of this Article Fourteen, shall be made by the Company or by any receiver, trustee deliverable in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis respect of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which Securities in any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurredProceeding. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment foregoing provisions of this Section, the Trustee or distribution, the Holder of any Security shall have received any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or including any Holder at a time when such payment or distribution is prohibited by clause (a) above and Junior Subordinated Payment, before all obligations in respect of Senior Debt are Indebtedness is paid in full, full or payment thereof is provided for in cash or cash equivalentsequivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by a Responsible Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered toforthwith to the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Debt (pro rata to such holders on the basis assets of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, Company for application to the payment of all such Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in cash or cash equivalentsfull, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior Debt. (d) Indebtedness. For purposes of this Section 14.3Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include, so long as the effect include shares of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part stock of the same class of claims Company as the Senior Debt reorganized or any class of claims pari passu withreadjusted, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that which securities are subordinated, at least subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent that as the Securities are subordinated, to the payment of all Senior Debt then outstanding; so subordinated as provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustmentin this Article. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition sale of all or substantially all of its property properties and assets as any entirety to another corporation 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 provided set forth in Section 8.1 of this Indenture Article Eight shall not be deemed a dissolution, winding up, liquidation or reorganization Proceeding for the purposes of this Section 14.3 if the Person formed by such other corporation consolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, sale comply (to the extent required) with the conditions stated set forth in Section 8.1 of this IndentureArticle Eight.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditorsproceedings, all amounts due or to become due upon all Guarantor Senior Debt Indebtedness of such Guarantor shall first be paid in full, full in cash or cash equivalents, before the Holders of the Notes or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of or interest on the Notes pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with Notes upon any such dissolution, dissolution or winding up, up or total liquidation or reorganization, any payment or distribution of assets or securities for the Company of such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FourteenIndenture, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or itdistribution, directly to the holders of the Guarantor Senior Debt Indebtedness of such Guarantor (pro rata PRO RATA to such holders on the basis of the respective amounts of such Guarantor Senior Debt Indebtedness held by such holders) or their representatives or to any the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness in full, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), shall be received by made directly to the Trustee or any Holder of Notes at a time when such payment or distribution is prohibited by clause (aSECTION 12.03(a) above and before all obligations in respect of the Guarantor Senior Debt Indebtedness of such Guarantor are paid in full, full in cash or cash equivalentscash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered by the Trustee (if the Notice required by SECTION 12.06 has been received by the Trustee) or the Holder to, the holders of such Guarantor Senior Debt Indebtedness (pro rata PRO RATA to such holders on the basis of the respective amounts of such Guarantor Senior Debt Indebtedness held by such holders) or their representatives respective representatives, or to any the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Debt remaining unpaid, Indebtedness has been paid in full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustmentIndebtedness. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another corporation or the liquidation or dissolution of the Company any Guarantor following the sale, conveyance, transfer, lease conveyance or other disposition of all or substantially all transfer of its property and assets as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Section 8.1 of this Indenture Article Five shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 SECTION 12.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 of this IndentureArticle Five.

Payment over Proceeds upon Dissolution, Etc. In the event of (a) Upon any payment insolvency or distribution of assets bankruptcy case or securities of proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company of or to its creditors, as such, or to its assets, or (b) any kind or characterliquidation, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or other winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets (c) any assignment for the benefit of creditorscreditors 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 upon on or in respect of all Senior Debt Indebtedness, or provision shall first be paid in full, in cash or cash equivalentsmade for such payment, before the Holders or of the Trustee on their behalf shall be Securities are entitled to receive any payment by (or on behalf of) the Company on account of principal of or interest on the Securities, or any payment and to acquire any that end the holders of the Securities Senior Indebtedness shall be entitled to receive, for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganizationthereof, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which may be payable or deliverable in respect of the Holders Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. Upon the Trustee on their behalf would be entitledoccurrence of any of the events described in clauses (a), but for (b) or (c) of the immediately preceding paragraph, in the event that notwithstanding the foregoing provisions of this Article Fourteen, shall be made by Section the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders Trustee or the Trustee if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement Holder of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied Security shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment or distribution, have received any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the Trustee or any Holder at a time when of such payment or distribution is prohibited by clause (a) above distribution, have been made known to the Trustee or, as the case may be, such Holder, then and before all obligations in respect of Senior Debt are paid in full, in cash or cash equivalents, such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered toforthwith to the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Debt (pro rata to such holders on the basis assets of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, Company for application to the payment of all such Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in cash or cash equivalentsfull, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior Debt. (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease conveyance or other disposition of transfer all or substantially all of its property properties and assets to another corporation Person upon the terms and conditions provided set forth in Section 8.1 of this Indenture Article Eight shall not be deemed a dissolution, winding up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets and liabilities of the Company for the purposes of this Section 14.3 if the Person formed by such other corporation consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all properties and assets, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply (to the extent required) with the respective conditions stated set forth in Section 8.1 of this IndentureArticle Eight.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenFifteen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Senior Debt are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, for application to the payment of all such Senior Debt remaining unpaid, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (d) For purposes of this Section 14.315.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 15.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation Person provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation Person results from such reorganization or readjustment, such corporation Person assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation Person upon the terms and conditions provided in Section 8.1 of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 15.3 if such other corporation Person shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or securities any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company's insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Company 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 or distribution which may be payable or deliverable by reason of the payment of any other than with Indebtedness of the moneyCompany (including any series of the Securities) subordinated to the payment of the Securities, securities such payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution being hereinafter referred to as a "Junior Subordinated Payment"), in connection with any dissolution on account of principal of (or winding up premium, if any) or total interest on the Securities or partial liquidation or reorganization on account of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership purchase or other proceedings acquisition of Securities by the Company or other marshalling any Subsidiary and to that end the holders of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf Indebtedness shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securitiesreceive, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganizationthereof, any payment or distribution of assets or securities for the Company of any kind or of character, whether in cash, property or securities, to including any Junior Subordinated Payment, which the Holders may be payable or the Trustee on their behalf would be entitled, but for the provisions of this Article Fourteen, shall be made by the Company or by any receiver, trustee deliverable in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis respect of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which Securities in any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurredProceeding. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment foregoing provisions of this Section, the Trustee or distribution, the Holder of any Security shall have received any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or including any Holder at a time when such payment or distribution is prohibited by clause (a) above and Junior Subordinated Payment, before all obligations in respect of Senior Debt are Indebtedness is paid in full, full or payment thereof is provided for in cash or cash equivalentsequivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or distribution, have been received by 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 received and held in trust for the benefit of, and shall be paid over or delivered toforthwith to the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Debt (pro rata to such holders on the basis assets of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, Company for application to the payment of all such Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in cash or cash equivalentsfull, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior Debt. (d) Indebtedness. For purposes of this Section 14.3Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include, so long as the effect include shares of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part stock of the same class of claims Company as the Senior Debt reorganized or any class of claims pari passu withreadjusted, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that which securities are subordinated, at least subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent that as the Securities are subordinated, to the payment of all Senior Debt then outstanding; so subordinated as provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustmentin this Article. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition sale of all or substantially all of its property properties and assets as any entirety to another corporation 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 provided set forth in Section 8.1 of this Indenture Article Eight shall not be deemed a dissolution, winding up, liquidation or reorganization Proceeding for the purposes of this Section 14.3 if the Person formed by such other corporation consolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, sale comply (to the extent required) with the conditions stated set forth in Section 8.1 of this IndentureArticle Eight.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the CompanyCompany or any Subsidiary Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other upon any assignment or marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) 87 80 the Company or any Subsidiary Guarantor on account of the Securities, or any payment to acquire any of the Securities for cash, property or securitiesNotes, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company or any Subsidiary Guarantor on any Security the Notes (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or any Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the CompanyCompany or any Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 10.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaid, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 of this Indenture.Senior

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the CompanyGuarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or upon any general assignment for the benefit of creditors or any other marshalling marshaling of assets for the benefit of creditorscreditors generally, all amounts due or to become due upon all Senior Debt Indebtedness (including, without limitation, any interest accruing subsequent to an event of bankruptcy whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code and all contingent claims or obligations in connection with such Senior Indebtedness) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by the Guarantor on the Parent Guarantee on account of any principal of, premium if any, or interest on the Notes (including any repurchase of any of the Notes or on behalf of) the Company on account of the Securitiesredemption provisions of the Notes), or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company Guarantor on the Parent Guarantee on any Security principal of, premium if any, or interest on the Notes (other than with including any repurchase of any of the money, securities Notes or proceeds held under any defeasance trust established in accordance with this Indenture), on account of the redemption provisions of the Notes) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenEleven, shall be made by the Company Guarantor or by any a receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all Obligations with respect to such Senior Debt Indebtedness in full, in cash or cash Cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of all or any portion of Senior Debt Indebtedness of the Guarantor (whether by or on behalf of the Company, Guarantor as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay all or any portion of any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company Guarantor of any kind or character, whether in cash, property or securities, shall be received receved by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 11.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor with or into, another corporation or the liquidation or dissolution of the Company Guarantor following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 11.04 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenEleven, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 11.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives respective representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.311.03, the words “"cash, property or securities” " shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Notes to be treated in any case or proceeding or similar event described in this Section 14.3 11.03 as part of the same class of claims as the Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Notes are subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 11.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSubordinated Obligations, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 10.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.310.03, the words “"cash, property or securities” " shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Notes to be treated in any case or proceeding or similar event described in this Section 14.3 10.03 as part of the same class of claims as the Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Notes are subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 10.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, Company whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or upon any general assignment for the benefit of creditors or any other marshalling marshaling of assets for the benefit of creditorscreditors generally, all amounts due or to become due upon all Senior Debt Indebtedness (including, without limitation, any interest accruing subsequent to an event of bankruptcy whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code and all contingent claims or obligations in connection with such Senior Indebtedness) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of any principal of, premium if any, or interest on the Securities, Notes (including any repurchase of any of the Notes or on account of the redemption provisions of the Notes) or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security principal of, premium if any, or interest on the Notes (other than with including any repurchase of any of the money, securities Notes or proceeds held under any defeasance trust established in accordance with this Indenture), on account of the redemption provisions of the Notes) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any a receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all Obligations with respect to such Senior Debt Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of all or any portion of Senior Debt Indebtedness of the Company (whether by or on behalf of the Company, Company as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay all or any portion of any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 10.03(a) above of this Indenture and before all obligations Obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash Cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 10.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 7.01(a) and 7.01(b) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSubordinated Obligations, or any payment to acquire any of the Securities Debentures for cash, property or securities, or any distribution with respect to the Securities Debentures of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), ) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenFour, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 4.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.34.03, the words “"cash, property or securities” " shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Debentures to be treated in any case or proceeding or similar event described in this Section 14.3 4.03 as part of the same class of claims as the Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Debentures are subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h), 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 holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of principal, premium and interest on the SecuritiesNotes , or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with principal, premium and interest on the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Notes in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any `kind or character, whether in cash, property or securities, to which the Holders holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenXIV, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, to such receiver, trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder holder at a time when such payment or distribution is prohibited by clause (aSection 14.03(a) above and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.314.03, the words “"cash, property or securities” " shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Notes to be treated in any case or proceeding or similar event described in this Section 14.3 14.03. as part of the same class of claims as the Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Notes are subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 of this Indenture Article XI shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 14.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, ; comply (to the extent required) with the conditions stated in Section 8.1 of this IndentureArticle XI.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) 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 holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of principal, premium and interest on the SecuritiesNotes , or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with principal, premium and interest on the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Notes in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any `kind or character, whether in cash, property or securities, to which the Holders holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Fourteen15, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, to such receiver, trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder holder at a time when such payment or distribution is prohibited by clause (aSection 15.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.315.03, the words “"cash, property or securities” " shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Notes to be treated in any case or proceeding or similar event described in this Section 14.3 as 15.03.as part of the same class of claims as the Senior Debt or any class Indebtedness ox xxx xxass of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Notes are subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article 11 of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 15.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, ; comply (to the extent required) with the conditions stated in Section 8.1 Article 11 of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or securities any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), the holders of Senior Indebtedness of the Company shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, 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 or distribution which may be payable or deliverable by reason of the payment of any other than with Indebtedness of the moneyCompany (including any series of the Securities) subordinated to the payment of the Securities, securities such payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution being hereinafter referred to as a “Junior Subordinated Payment”), in connection with any dissolution on account of principal of (or winding up premium, if any) or total interest on the Securities or partial liquidation or reorganization on account of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership purchase or other proceedings acquisition of Securities by the Company or other marshalling any Subsidiary and to that end the holders of assets for Senior Indebtedness of the benefit of creditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf Company shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securitiesreceive, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganizationthereof, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to including any Junior Subordinated Payment, which the Holders may be payable or the Trustee on their behalf would be entitled, but for the provisions of this Article Fourteen, shall be made by the Company or by any receiver, trustee deliverable in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis respect of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which Securities in any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurredProceeding. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment foregoing provisions of this Section, the Trustee or distribution, the Holder of any Security shall have received any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or including any Holder at a time when such payment or distribution is prohibited by clause (a) above and Junior Subordinated Payment, before all obligations in respect Senior Indebtedness of Senior Debt are the Company is paid in full, full or payment thereof is provided for in cash or cash equivalentsequivalents or otherwise in a manner satisfactory to the holders of such Senior Indebtedness, and if written notice thereof from the Company or any holder of such Senior Indebtedness (or any trustee, agent or representative therefor) shall, at least three Business Days prior to the time of such payment or distribution, have been received by 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 received and held in trust for the benefit of, and shall be paid over or delivered toforthwith to the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Debt (pro rata to such holders on the basis assets of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, Company for application to the payment of all such Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness of the Company in cash or cash equivalentsfull, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior Debt. (d) Indebtedness. For purposes of this Section 14.3Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include, so long as the effect include shares of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part stock of the same class of claims Company as the Senior Debt reorganized or any class of claims pari passu withreadjusted, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that which securities are subordinated, at least subordinated in right of payment to all then outstanding Senior Indebtedness of the Company to substantially the same extent that as the Securities are subordinated, to the payment of all Senior Debt then outstanding; so subordinated as provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustmentin this Article. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition sale of all or substantially all of its property properties and assets or of its properties and assets substantially as an entirety to another corporation Person or the liquidation or dissolution of the Company following the sale of all of its properties and assets or of its properties and assets substantially as an entirety to another Person upon the terms and conditions provided set forth in Section 8.1 of this Indenture Article Eight shall not be deemed a dissolution, winding up, liquidation or reorganization Proceeding for the purposes of this Section 14.3 if the Person formed by such other corporation consolidation or into which the Company is merged or the Person which acquires by sale all such properties and assets or such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, sale comply (to the extent required) with the conditions stated set forth in Section 8.1 of this IndentureArticle Eight.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, Company whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or upon any assignment for the benefit of creditors or any other marshalling marshaling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event of bankruptcy whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, Notes or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Notes in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any a receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due Obligations with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Senior Debt are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, for application to the payment of all such Senior Debt remaining unpaid, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 of this Indenture.such

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities by set-off or proceeds held under any defeasance trust established in accordance with this Indenture)otherwise, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditorsproceedings, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(f) and 6.01(g) 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 equivalentsequivalents acceptable to the holders of Senior Indebtedness, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Senior Subordinated Obligations in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenEleven, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or agents or to any trustee or trustees under any other 77 70 indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents acceptable to the holders of Senior Indebtedness after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 11.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalentsequivalents acceptable to the holders of Senior Indebtedness, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives or agents, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalentsequivalents acceptable to the holders of Senior Indebtedness, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 11.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company a Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Guarantor Senior Debt Indebtedness shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company such Guarantor on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Note Guarantees for cash, property or securities, or any distribution with respect to the Securities Note Guarantees of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company any Guarantor on any Security Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTwelve, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness. (b) To the extent any payment of Guarantor Senior Debt Indebtedness (whether by or on behalf of the Companyany Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Guarantor Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Guarantor Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Guarantor Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (aSection 12.03(a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 12.03(a) above of this Indenture and before all obligations in respect of Guarantor Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of all such Guarantor Senior Debt Indebtedness remaining unpaidunpaid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness. (d) For purposes of this Section 14.312.03, the words “"cash, property or securities” " shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Note Guarantees to be treated in any case or proceeding or similar event described in this Section 14.3 12.03 as part of the same class of claims as the Guarantor Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Guarantor Senior Debt Indebtedness for any payment or distribution, securities of the Company any Guarantor or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that 91 the Securities Note Guarantees are subordinated, to the payment of all Guarantor Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Guarantor Senior Debt Indebtedness and (ii2) the rights of the holders of the Guarantor Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another corporation or the liquidation or dissolution of the Company a Guarantor following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 12.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, at the rate provided for in the respective documentation for the Senior Indebtedness, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any direct or indirect payment by (or on behalf of) of the Company on account of the SecuritiesSenior Subordinated Obligations, or any direct or indirect payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any direct or indirect payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Senior Subordinated Obligations in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 10.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.310.03, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Notes to be treated in any case or proceeding or similar event described in this Section 14.3 10.03 as part of the same class of claims as the Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Notes are subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture (including in connection with the Acquisition) shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 10.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or 83 76 involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 10.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, 84 77 such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.310.03, the words “"cash, property or securities” " shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Notes to be treated in any case or proceeding or similar event described in this Section 14.3 10.03 as part of the same class of claims as the Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Notes are subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 10.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) of the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Debentures for cash, property or securities, or any distribution with respect to the Securities Debentures of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Senior Subordinated Obligations in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, ,trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 10.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such --- ---- respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.310.03, the words “"cash, property or securities” " shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Debentures to be treated in any case or proceeding or similar event described in this Section 14.3 10.03 as part of the same class of claims as the Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Debentures are subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture (including in connection with the Acquisition) shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 10.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security Senior Subordinated Obligations (other 77 than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), ) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 10.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.310.03, the words “"cash, property or securities” " shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Notes to be treated in any case or proceeding or similar event described in this Section 14.3 10.03 as part of the same class of claims as the Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Notes are subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture (including in connection with the Acquisition) shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 10.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any ------------------------------------------- payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenEleven, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (aSection 11.03(a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 11.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of all such Senior Debt Indebtedness remaining unpaid, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.311.03, the words “"cash, property or securities” " shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Notes to be treated in any case or proceeding or similar event described in this Section 14.3 11.03 as part of the same class of claims as the Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Notes are subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 11.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the CompanyCompany or any Subsidiary Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other upon any assignment or marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 10.1(g) and 10.1(h), whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company or any Subsidiary Guarantor on account of the Securities, Notes or any payment to acquire any of the Securities for cash, property or securitiesNote Guarantee, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company or any Subsidiary Guarantor on the Notes or any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)Note Guarantee, in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Fourteen9, shall be made by the Company or any Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or itthem, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the CompanyCompany or any Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 9.3(a) above and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.39.3, the words “cash"CASH, property or securities” PROPERTY OR SECURITIES" shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Notes to be treated in any case or proceeding or similar event described in this Section 14.3 9.3 as part of the same class of claims as the Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company or any Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Notes and the Notes Guarantees are subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 of this Indenture 8.13 shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 9.3 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 8.13. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another corporation or the liquidation or dissolution of a Subsidiary Guarantor following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.8 shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this IndentureSection 9.3.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditorsproceedings, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with Senior Subordinated Obligations upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 10.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.310.03, the words “"cash, property or securities” " shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Notes to be treated in any case or proceeding or similar event described in this Section 14.3 10.03 as part of the same class of claims as the Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Notes are subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture (including in connection with the Acquisition) shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 10.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or reorganization marshalling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the SecuritiesNotes, or any payment to acquire for the acquisition of any of the Securities Notes for cash, cash or property or securitiesotherwise (except that Holders may receive securities of the Company that are unsecured and subordinated at least to the same extent as the Notes to Senior Debt as provided in the Agreement, that do not have a maturity any shorter than the security being replaced and that will not cause the Notes to be treated in any case or proceeding as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or any distribution with respect to senior to, the Securities of any cash, property or securities. Before Senior Debt for any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenturedistribution), in connection with . Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf under this Agreement would be entitled, but except for the provisions of this Article Fourteenhereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders or the Trustee under this Agreement if received by them or itthem, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives respective Representatives, or to any the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Senior Debt are paid in full, in cash or cash equivalentsSection 7.3(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts amount of Senior Debt held by such holders) or their representatives respective Representatives, or to any the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt remaining unpaid, has been paid in full in cash or cash equivalentsCash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor thereof to or for the holders of such Senior Debt. (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 of this Indenture.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities securities, upon any (other than with the moneyi) bankruptcy, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcyreorganization, insolvency, receivership or other proceedings similar proceeding of the Company (whether voluntary or other marshalling of assets involuntary), (ii) assignment for the benefit of creditorscreditors or any marshaling of the assets and liabilities of the Company or (iii) distribution to creditors of the Company in a liquidation or dissolution of the Company, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 5.1(8) and 5.1(9) of this Indenture, without regard to any cure periods specified therein and whether or not such interest is an allowed claim enforceable against the debtor under Bankruptcy Law) shall first be paid in full, in cash or or, at the option of holders of Senior Indebtedness, cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account or in respect of the Securities, Securities or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securitiessecurities (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Securities to (a) Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 12.4 of this Indenture). Before any payment may be made by, or on behalf of, the Company on any Security (other than with or in respect of the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with Securities upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenThirteen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issuedrepresentatives, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or or, at the option of holders of Senior Indebtedness, cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness (except that Holders may receive securities that are subordinated to at least the same extent as the Securities to (i) Senior Indebtedness and (ii) any securities issued in exchange for Senior Indebtedness). (b) To the extent any payment of Senior Debt Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of or any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause paragraph (a) above of this Section 13.3 and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or or, at the option of holders of Senior Indebtedness, cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issuedrepresentatives, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or or, at the option of the holders of Senior Indebtedness, cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. Indebtedness (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least except to the extent that Holders receive securities that are subordinated to at least the same extent as the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii) any securities issued in exchange for Senior Indebtedness, in which event such securities shall neither be held in trusts for nor paid over by the rights of Holders to the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 of this IndentureIndebtedness).

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the CompanyGuarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or upon any assignment for the benefit of creditors or any other marshalling marshaling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event of bankruptcy whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash Cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or the Guarantor on behalf of) the Company on account of the SecuritiesParent Guarantee, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company Guarantor on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Parent Guarantee in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenEleven, shall be made by the Company Guarantor or by any a receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all Obligations with respect to such Senior Debt Indebtedness in full, in cash or cash Cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (b) To the extent any payment of Senior Debt Indebtedness of the Guarantor (whether by or on behalf of the Company, Guarantor as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any 77 85 receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee trustee, agent or other similar Person, the Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 11.03(a) above of this Indenture and before all obligations in respect of Senior Debt Indebtedness are paid in full, in cash or cash Cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the such respective amounts amount of Senior Debt Indebtedness held by such holders) or their representatives representatives, or to any the trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Debt remaining unpaidIndebtedness has been paid in full, in cash or cash Cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. (d) For purposes of this Section 14.311.04, the words “"cash, property or securities” " shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Parent Guarantee to be treated in any case or proceeding or similar event described in this Section 14.3 11.04 as part of the same class of claims as the Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Senior Debt Indebtedness for any payment or distribution, securities of the Company Guarantor or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are Parent Guarantee is subordinated, to the payment of all Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt Indebtedness and (ii2) the rights of the holders of the Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor with or into, another corporation or the liquidation or dissolution of the Company Guarantor following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 11.04 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.this

Payment over Proceeds upon Dissolution, Etc. In the event of (a) Upon any payment insolvency or distribution of assets bankruptcy case or securities of proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company of or to its creditors, as such, or to its assets, (b) any kind or characterliquidation, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or other winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets (c) any assignment for the benefit of creditorscreditors 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 upon on or in respect of all Senior Debt Indebtedness, or provision shall first be paid in full, in cash or cash equivalentsmade for such payment, before the Holders or of the Trustee on their behalf shall be Securities are entitled to receive any payment by (or on behalf of) the Company on account of principal of or interest on the Securities, or any payment and to acquire any that end the holders of the Securities Senior Indebtedness shall be entitled to receive, for cash, property or securities, or any distribution with respect application to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganizationthereof, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which may be payable or deliverable in respect of the Holders Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. Upon the Trustee on their behalf would be entitledoccurrence of any of the events described in clauses (a), but for (b) or (c) of the immediately preceding paragraph, in the event that notwithstanding the foregoing provisions of this Article Fourteen, shall be made by Section 12.02 the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders Trustee or the Trustee if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement Holder of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied Security shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment or distribution, have received any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the Trustee or any Holder at a time when of such payment or distribution is prohibited by clause (a) above distribution, have been made known to the Trustee or, as the case may be, such Holder, then and before all obligations in respect of Senior Debt are paid in full, in cash or cash equivalents, such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered toforthwith to the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of Senior Debt (pro rata to such holders on the basis assets of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, Company for application to the payment of all such Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in cash or cash equivalentsfull, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior Debt. (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustmentIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another corporation Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer, lease conveyance or other disposition of transfer all or substantially all of its property properties and assets to another corporation Person upon the terms and conditions provided set forth in Section 8.1 of this Indenture Article 6 shall not be deemed a dissolution, winding up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganization marshaling of assets and liabilities of the Company for the purposes of this Section 14.3 12.02 if the Person formed by such other corporation consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all properties and assets, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, conveyance or transfer, lease or other disposition, comply (to the extent required) with the respective conditions stated set forth in Section 8.1 of this IndentureArticle 6.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any ------------------------------------------- payment or distribution of assets or securities of the Company a Subsidiary Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Companysuch Subsidiary Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Guarantor Senior Debt Indebtedness shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company such Subsidiary Guarantor on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Note Guarantees for cash, property or securities, or any distribution with respect to the Securities Note Guarantees of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company any Subsidiary Guarantor on any Security Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company such Subsidiary Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTwelve, shall be made by the Company such Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness. (b) To the extent any payment of Guarantor Senior Debt Indebtedness (whether by or on behalf of the Companyany Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Guarantor Senior Debt Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Guarantor Senior Debt Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Guarantor Senior Debt Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (aSection 12.03(a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (aSection 12.03(a) above of this Indenture and before all obligations in respect of Guarantor Senior Debt Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests appear, for application to the payment of all such Guarantor Senior Debt Indebtedness remaining unpaidunpaid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness. (d) For purposes of this Section 14.312.03, the words “"cash, property or securities” " shall not be deemed to include, so long as the effect of this clause is not to cause the Securities Note Guarantees to be treated in any case or proceeding or similar event described in this Section 14.3 12.03 as part of the same class of claims as the Guarantor Senior Debt Indebtedness or any class of claims pari passu with, or senior to, the Guarantor Senior Debt Indebtedness for any payment or distribution, securities of the Company any Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities Note Guarantees are subordinated, to the payment of all Guarantor Senior Debt Indebtedness then outstanding; provided that (i1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Guarantor Senior Debt Indebtedness and (ii2) the rights of the holders of the Guarantor Senior Debt Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company a Subsidiary Guarantor with, or the merger of the Company a Subsidiary Guarantor with or into, another corporation or the liquidation or dissolution of the Company a Subsidiary Guarantor following the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Section 8.1 Article Five of this Indenture shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 14.3 12.03 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Section 8.1 Article Five of this Indenture.