Common use of Payments to Securityholders Clause in Contracts

Payments to Securityholders. In the event and during the continuation of (a) any default in the payment of principal, premium, if any, or interest on or any other monetary amounts due and payable on any Senior Indebtedness, or (b) any other default having occurred concerning any Senior Indebtedness which permits the holder or holders of any Senior Indebtedness to accelerate the maturity of any Senior Indebtedness with notice or lapse of time or both, and the Issuer and the Trustee receive a written notice of such default (a "Payment Blockage Notice") from a representative of such Senior Indebtedness or a holder of such Senior Indebtedness or the Issuer, in each case continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Issuer with respect to the principal of (including, without limitation, sinking fund payments, if any) or interest on the Securities. The Issuer may and shall resume payments on the Securities (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days have passed after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the Issuer's receipt of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash, or in such other form of payment as may be acceptable to the holders of the Securities, and the Trustee or the requisite holders of Securities shall not have begun proceedings to enforce the right of the holders to receive payments. No default (whether or not such event of default is on the same issue of Senior Indebtedness) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. Upon any payment by the Issuer, or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other such proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal or interest on the Securities (except payments made pursuant to Article 9 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization); and, upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Issuer, or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article 12, shall (except as aforesaid) be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Issuer) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Securities or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders of the Securities before all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 12, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 12 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Issuer with, or the merger of the Issuer into, another corporation or the liquidation or dissolution of the Issuer following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 8 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof. Nothing in this Section 12.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 5.06.

Payments to Securityholders. In the event and during the continuation No payments on account of (a) any default in the payment Principal of principal, premium, if any, or interest on the Securities shall be made if at the time of such payment or immediately after giving effect thereto there shall exist a default in any other monetary amounts due and payable on payment with respect to any Senior Indebtedness, or (b) any other default having occurred concerning any Senior Indebtedness which permits the holder or holders of any Senior Indebtedness to accelerate the maturity of any Senior Indebtedness with notice or lapse of time or both, and the Issuer and the Trustee receive a written notice of such default (a "Payment Blockage Notice") from a representative of such Senior Indebtedness or a holder of such Senior Indebtedness or the Issuer, in each case continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness, then, unless and until such default shall not have been cured or waived or shall not have ceased to exist. In addition, during the continuance of any default (other than a payment default) with respect to Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated, from and after the date of receipt by the Trustee of written notice from the holders of such Designated Senior Indebtedness or from an agent of such holders, stating that such default has occurred and is continuing, no payment shall payments on account of Principal or interest in respect of the Securities may be made by the Issuer Company for a period (“Payment Blockage Period”) commencing on the date of delivery of such notice and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of such Designated Senior Indebtedness or from an agent of such holders, or such default has been cured or waived or has ceased to exist). Only one Payment Blockage Period may be commenced with respect to the principal Securities during any period of (including, without limitation, sinking fund payments, if any) or interest on the Securities. The Issuer may and shall resume payments on the Securities (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days have passed after the date on which the applicable Payment Blockage Notice is received360 consecutive days. No new period Event of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the Issuer's receipt of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash, or in such other form of payment as may be acceptable to the holders of the Securities, and the Trustee or the requisite holders of Securities shall not have begun proceedings to enforce the right of the holders to receive payments. No default (whether or not such event of default is on the same issue of Senior Indebtedness) that Default which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Indebtedness initiating such Payment Blockage Period shall be, be or be made, made the basis for a the commencement of any subsequent Payment Blockage NoticePeriod by the holders of such Designated Senior Indebtedness, unless such Event of Default shall have been cured or waived for a period of not less than 90 consecutive days. Upon any payment by the Issuer, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding-winding up, liquidation receivership, reorganization, assignment for the benefit of creditors, marshalling of assets and liabilities or reorganization any bankruptcy, insolvency or similar proceedings of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other such proceedingsCompany, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal Principal of, or interest on the Securities (except payments made pursuant to Article 9 hereof from monies deposited with indebtedness evidenced by the Trustee pursuant thereto prior to the happening of such dissolutionSecurities, winding-up, liquidation or reorganization); and, and upon any such liquidation, dissolution, winding-winding up, liquidation receivership, reorganization, assignment, marshalling or reorganizationproceeding, any payment by the Issuer, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Securities or the Trustee under this Indenture would be entitled entitled, except for the provisions of this Article 12hereof, shall (except as aforesaid) be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Issuer) or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in fullfull (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in money or money's worthany such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Securities or to the TrusteeTrustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders Holders of the Securities before all Senior Indebtedness is paid in full, full or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay until all such Senior Indebtedness shall have been paid in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 12Article, the words, "“cash, property or securities" ” shall not be deemed to include shares of stock or warrants to purchase shares of stock of the Issuer Company as reorganized or readjusted, or securities of the Issuer Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 12 with respect to the Securities Securities) to the payment in full of all Senior Indebtedness which may at the time be outstanding; provided provided, that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Issuer Company with, or the merger of the Issuer Company into, another corporation or the liquidation or dissolution of the Issuer Company following the sale, conveyance or transfer of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation upon the terms and conditions provided for in Article 8 hereof 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, sale, conveyance or transfer, comply with the conditions stated in Article 8 hereof5. Nothing in this Section 12.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7. This Section 5.06shall be subject to the further provisions of Section 11.05.

Payments to Securityholders. In the event and during the continuation of (a) any default in the payment of principal, premium, if any, or interest on or any other monetary amounts payment due and payable on any Senior Indebtedness, or (b) any other default having occurred concerning any Senior Indebtedness which permits the holder or holders of any Senior Indebtedness to accelerate the maturity of any Senior Indebtedness with notice or lapse of time or both, and the Issuer and the Trustee receive a written notice of such default (a "Payment Blockage Notice") from a representative of such Senior Indebtedness or a holder of such Senior Indebtedness or the Issuer, in each case Debt continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness, thenDebt, unless and until such default shall have been cured or waived or shall have ceased to exist, and in the event that the maturity of any Senior Debt has been accelerated because of a default, then no payment shall be made by the Issuer Company with respect to the principal of (including, without limitation, including redemption and sinking fund payments) of, or premium, if any) , or interest on the Securities. The Issuer may and shall resume payments on , except sinking fund During the Securities (1) in the case continuance of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case any other event of a nonpayment default with respect to Senior IndebtednessDebt for which maturity may be accelerated immediately, upon receipt by the Trustee of written notice from the trustee or other representative for the holders of such Senior Debt, no payment which would be prohibited if any Senior Debt has not been paid (as set out in the immediately preceding paragraph) may be made by or on behalf of the Company upon or in respect of the Securities for a period commencing on the earlier date of receipt of such notice and ending 90 days thereafter (unless such period shall be terminated by written notice to the Trustee from such trustee or other representative or such holders); however, if the maturity of any such Senior Debt is not accelerated within 90 days following the due date of payments prevented by such event of default and notice, the Company may resume payments on the Securities. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any holder when such payment is prohibited by the preceding paragraphs of this Section 1502, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of the date on which Senior Debt (or their representative or representatives or a trustee) notify the nonpayment default is cured or waived or ceases to exist or 179 days have passed after the date on which the applicable Payment Blockage Notice is received. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the Issuer's receipt Trustee of the immediately prior Payment Blockage Notice amounts then due and (B) all scheduled payments of principal, premiumowing on the Senior Debt, if any, and interest on only the Securities that have come due have been paid in full in cash, or amounts specified in such other form of payment as may notice to the Trustee shall be acceptable paid to the holders of the Securities, and the Trustee or the requisite holders of Securities shall not have begun proceedings to enforce the right of the holders to receive payments. No default (whether or not such event of default is on the same issue of Senior Indebtedness) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage NoticeDebt. Upon any payment by the IssuerCompany, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, -or winding-up, up or liquidation or reorganization of the IssuerCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other such proceedings, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full, or payment thereof provided for in money or money's worth in accordance with its terms, before any payment is made on account of the principal (and premium, if any) or interest on the Securities (except payments made pursuant to Article 9 Four hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization); and, and upon any such dissolution, dissolution or winding-up, up or liquidation or reorganization, reorganization any payment by the IssuerCompany, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to which the holders of the Securities or the Trustee would be entitled entitled, except for the provisions of this Article 12Fifteen, shall (except as aforesaid) be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, as calculated by the IssuerCompany) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of the Securities or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders of the Securities before all Senior Indebtedness Debt is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness Debt or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, as calculated by the IssuerCompany, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay all Senior Indebtedness Debt in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. For purposes of this Article 12Fifteen, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Issuer Company as reorganized or readjusted, or securities of the Issuer Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 12 Fifteen with respect to the Securities to the payment of all Senior Indebtedness Debt which may at the time be outstanding; provided that (i) the Senior Indebtedness Debt is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness Debt (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Issuer Company with, or the merger of the Issuer Company into, another corporation or the liquidation or dissolution of the Issuer Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 8 Eight hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 1502 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 Eight hereof. Nothing in this Section 12.02 1502 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 5.06607.

Payments to Securityholders. In the event and during the continuation No payments on account of (a) any default in the payment Principal of, Change of principal, premium, if anyControl purchase price, or interest on the Securities shall be made if at the time of such payment or immediately after giving effect thereto there shall exist a default in any other monetary amounts due and payable on payment with respect to any Senior Indebtedness, or (b) any other default having occurred concerning any Senior Indebtedness which permits the holder or holders of any Senior Indebtedness to accelerate the maturity of any Senior Indebtedness with notice or lapse of time or bothDebt, and the Issuer and the Trustee receive a written notice such event of such default (a "Payment Blockage Notice") from a representative of such Senior Indebtedness or a holder of such Senior Indebtedness or the Issuer, in each case continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness, then, unless and until such default shall not have been cured or waived or shall not have ceased to exist. In addition, during the continuance of any other event of default (other than a payment default) with respect to Designated Senior Debt pursuant to which the maturity thereof may be accelerated, from and after the date of receipt by the Trustee of written notice from the holders of such Designated Senior Debt or from an agent of such holders, no payment shall payments on account of Principal or interest in respect of the Securities may be made by the Issuer Company for a period ("Payment Blockage Period") commencing on the date of delivery of such notice and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of such Designated Senior Debt or from an agent of such holders, or such event of default has been cured or waived or has ceased to exist). Only one Payment Blockage Period may be commenced with respect to the principal Securities during any period of (including, without limitation, sinking fund payments, if any) or interest on the Securities. The Issuer may and shall resume payments on the Securities (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days have passed after the date on which the applicable Payment Blockage Notice is received360 consecutive days. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the Issuer's receipt of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash, or in such other form of payment as may be acceptable to the holders of the Securities, and the Trustee or the requisite holders of Securities shall not have begun proceedings to enforce the right of the holders to receive payments. No default (whether or not such event of default is on the same issue of Senior Indebtedness) that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt initiating such Payment Blockage Period shall be, be or be made, made the basis for a the commencement of any subsequent Payment Blockage NoticePeriod by the holders of such Designated Senior Debt, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. Upon any payment by the Issuer, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding-winding up, liquidation receivership, reorganization, assignment for the benefit of creditors, marshalling of assets and liabilities or reorganization any bankruptcy, insolvency or similar proceedings of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other such proceedingsCompany, all amounts due or to become due upon all Senior Indebtedness Debt shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal Principal of or interest on the Securities (except payments made pursuant to Article 9 hereof from monies deposited with indebtedness evidenced by the Trustee pursuant thereto prior to the happening of such dissolutionSecurities, winding-up, liquidation or reorganization); and, and upon any such liquidation, dissolution, winding-winding up, liquidation receivership, reorganization, assignment, marshalling or reorganizationproceeding, any payment by the Issuer, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Securities or the Trustee under this Indenture would be entitled entitled, except for the provisions of this Article 12hereof, shall (except as aforesaid) be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness Debt held by such holders, as calculated by the Issuer) or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness Debt in fullfull (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in money or money's worthany such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Securities or to the TrusteeTrustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Securities before all Senior Indebtedness Debt is paid in full, full or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness Debt or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment of all Senior Indebtedness Debt remaining unpaid to the extent necessary to pay until all such Senior Indebtedness Debt shall have been paid in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. For purposes of this Article 12Article, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Issuer Company as reorganized or readjusted, or securities of the Issuer Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 12 with respect to the Securities Securities) to the payment of all Senior Indebtedness Debt which may at the time be outstanding; provided provided, that (i) the Senior Indebtedness Debt is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness (other than leases) and of leases which are assumed Debt are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Issuer Company with, or the merger of the Issuer Company into, another corporation or the liquidation or dissolution of the Issuer Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 8 hereof 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof5. Nothing in this Section 12.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section 5.06shall be subject to the further provisions of Section 11.5.

Payments to Securityholders. In the event and during the continuation of (a1) any a default in the payment of principal, premium, if anyinterest, rent or interest on or any other monetary amounts obligations due and payable on any Senior IndebtednessIndebtedness occurs and is continuing (or, or (b) any other default having occurred concerning any in the case of Senior Indebtedness for which permits there is a period of grace, in the holder or holders of any Senior Indebtedness to accelerate the maturity of any Senior Indebtedness with notice or lapse of time or both, and the Issuer and the Trustee receive a written notice event of such a default (a "Payment Blockage Notice") from a representative of such Senior Indebtedness or a holder of such Senior Indebtedness or the Issuer, in each case continuing that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness, then), unless and until such default shall have been cured or waived or shall have ceased to exist; or (2) a default, no payment shall be made by the Issuer with respect to the principal of (including, without limitation, sinking fund payments, if any) or interest on the Securities. The Issuer may and shall resume payments on the Securities (1) in the case of other than a payment default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the date upon which such Trustee receives a written notice of the default is cured (a "Payment Blockage Notice") from ----------------------- a Representative or waived or ceases the Company. If the Trustee receives any Payment Blockage Notice pursuant to exist, and clause (2) in the case of a nonpayment default with respect to Senior Indebtednessabove, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days have passed after the date on which the applicable no subsequent Payment Blockage Notice is received. No new period shall be effective for purposes of payment blockage may be commenced pursuant to a Payment Blockage Notice this Section unless and until (A) at least 365 days shall have elapsed since the Issuer's receipt initial effectiveness of the immediately prior Payment Blockage Notice Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash, or in such other form of payment as may be acceptable to the holders of the Securities, and the Trustee or the requisite holders of Securities shall not have begun proceedings to enforce the right of the holders to receive payments. No nonpayment default (whether or not such event of default is on the same issue of Senior Indebtedness) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (3) the date upon which the default is cured or waived or ceases to exist, or (4) in the case of a default referred to in clause (2) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article IV otherwise prohibits the payment or distribution at the ---------- time of such payment or distribution. Upon any payment by the IssuerCompany, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, dissolution or winding up or liquidation or reorganization of the IssuerCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other such proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in fullfull in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof provided for in money in accordance with its termsterms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article 9 hereof XIII from monies deposited with the Trustee ------------ pursuant thereto prior to the happening commencement of proceedings for such dissolution, winding-winding up, liquidation or reorganization); and, ) and upon any such dissolution, winding-up, dissolution or winding up or liquidation or reorganizationreorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the IssuerCompany, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to which the holders of the Securities or the Trustee would be entitled entitled, except for the provisions provision of this Article 12IV, shall (except as aforesaid) be paid by the Issuer Company ---------- or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as calculated otherwise required by the Issuerlaw or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in money cash or money's worthother payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the holders of the Securities or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders of the Securities before all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 12IV, the words, "cash, property or securities" ---------- shall not be deemed to include shares of stock of the Issuer Company as reorganized or readjusted, or securities of the Issuer Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 12 IV with respect to ---------- the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that that, (i) the Senior Indebtedness is assumed by the new -------- ---- corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness (other than leases) and of leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Issuer Company with, or the merger of the Issuer Company into, another corporation or the liquidation or dissolution of the Issuer Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 8 hereof XII shall not be deemed a dissolution, winding------------ winding up, liquidation or reorganization for the purposes of this Section 12.02 4.2 ----------- if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereofXII. Nothing ----------- In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any holder of Securities in this Section 12.02 shall apply to claims respect of the principal of, premium, if any, or payments interest on the Securities (including, but not limited to, the Trustee under redemption price with respect to the Securities called for redemption in accordance with Section 3.2 or pursuant to ----------- submitted for repurchase in accordance with Section 5.06.16.2, as the case may be, ------------

Payments to Securityholders. In the event and during the continuation No payments on account of (a) any default in the payment Principal of principal, premium, if any, or interest on the Securities shall be made if at the time of such payment or immediately after giving effect thereto there shall exist a default in any other monetary amounts due and payable on payment with respect to any Senior and Subordinated Indebtedness, or (b) any other default having occurred concerning any Senior Indebtedness which permits the holder or holders and such event of any Senior Indebtedness to accelerate the maturity of any Senior Indebtedness with notice or lapse of time or both, and the Issuer and the Trustee receive a written notice of such default (a "Payment Blockage Notice") from a representative of such Senior Indebtedness or a holder of such Senior Indebtedness or the Issuer, in each case continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness, then, unless and until such default shall not have been cured or waived or shall not have ceased to exist. In addition, during the continuance of any other event of default (other than a payment default) with respect to Designated Senior and Subordinated Indebtedness pursuant to which the maturity thereof may be accelerated, from and after the date of receipt by the Trustee of written notice from the holders of such Designated Senior and Subordinated Indebtedness or from an agent of such holders, no payment shall payments on account of Principal of or interest in respect of the Securities may be made by the Issuer Company for a period ("Payment Blockage Period") commencing on the date of delivery of such notice and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of such Designated Senior and Subordinated Indebtedness or from an agent of such holders, or such event of default has been cured or waived or has ceased to exist). Only one Payment Blockage Period may be commenced with respect to the principal Securities during any period of (including, without limitation, sinking fund payments, if any) or interest on the Securities. The Issuer may and shall resume payments on the Securities (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days have passed after the date on which the applicable Payment Blockage Notice is received365 consecutive days. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the Issuer's receipt of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash, or in such other form of payment as may be acceptable to the holders of the Securities, and the Trustee or the requisite holders of Securities shall not have begun proceedings to enforce the right of the holders to receive payments. No default (whether or not such event of default is on the same issue of Senior Indebtedness) that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior and Subordinated Indebtedness initiating such Payment Blockage Period shall be, be or be made, made the basis for a the commencement of any subsequent Payment Blockage NoticePeriod by the holders of such Designated Senior and Subordinated Indebtedness, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. Upon any payment by the Issuer, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding-winding up, liquidation receivership, reorganization, assignment for the benefit of creditors, marshalling of assets and liabilities or reorganization any bankruptcy, insolvency or similar proceedings of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other such proceedingsCompany, all amounts due or to become due upon all Senior and Subordinated Indebtedness shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal Principal of or interest on the Securities (except payments made pursuant to Article 9 hereof from monies deposited with indebtedness evidenced by the Trustee pursuant thereto prior to the happening of such dissolutionSecurities, winding-up, liquidation or reorganization); and, and upon any such liquidation, dissolution, winding-winding up, liquidation receivership, reorganization, assignment, marshalling or reorganizationproceeding, any payment by the Issuer, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Securities or the Trustee under this Indenture would be entitled entitled, except for the provisions of this Article 12hereof, shall (except as aforesaid) be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior and Subordinated Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior and Subordinated Indebtedness held by such holders, as calculated by the Issuer) or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior and Subordinated Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior and Subordinated Indebtedness in fullfull (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in money or money's worthany such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior and Subordinated Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Securities or to the TrusteeTrustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Securities before all Senior and Subordinated Indebtedness is paid in full, full or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust intrust for the benefit of and shall be paid over or delivered to the holders of such Senior and Subordinated Indebtedness or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior and Subordinated Indebtedness may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment of all Senior and Subordinated Indebtedness remaining unpaid to the extent necessary to pay until all such Senior and Subordinated Indebtedness shall have been paid in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior and Subordinated Indebtedness. For purposes of this Article 12Article, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Issuer Company as reorganized or readjusted, or securities of the Issuer Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 12 with respect to the Securities Securities) to the payment of all Senior and Subordinated Indebtedness which may at the time be outstanding; provided provided, that (i) the Senior and Subordinated Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Senior and Subordinated Indebtedness (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Issuer Company with, or the merger of the Issuer Company into, another corporation or the liquidation or dissolution of the Issuer Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 8 hereof 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof5. Nothing in this Section 12.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section 5.06shall be subject to the further provisions of Section 11.05.

Payments to Securityholders. In the event and during the continuation No payments on account of (a) any default in the payment Principal of, Change of principal, premium, if anyControl purchase price, or interest on the Securities shall be made if at the time of such payment or immediately after giving effect thereto there shall exist a default in any other monetary amounts due and payable on payment with respect to any Senior Indebtedness, or (b) any other default having occurred concerning any Senior Indebtedness which permits the holder or holders of any Senior Indebtedness to accelerate the maturity of any Senior Indebtedness with notice or lapse of time or bothand Subordinated Debt, and the Issuer and the Trustee receive a written notice such event of such default (a "Payment Blockage Notice") from a representative of such Senior Indebtedness or a holder of such Senior Indebtedness or the Issuer, in each case continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness, then, unless and until such default shall not have been cured or waived or shall not have ceased to exist. In addition, during the continuance of any other event of default (other than a payment default) with respect to Designated Senior and Subordinated Debt pursuant to which the maturity thereof may be accelerated, from and after the date of receipt by the Trustee of written notice from the holders of such Designated Senior and Subordinated Debt or from an agent of such holders, no payment shall payments on account of Principal, Change of Control purchase price, or interest in respect of the Securities may be made by the Issuer Company for a period ("Payment Blockage Period") commencing on the date of delivery of such notice and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of such Designated Senior and Subordinated Debt or from an agent of such holders, or such event of default has been cured or waived or has ceased to exist). Only one Payment Blockage Period may be commenced with respect to the principal Securities during any period of (including, without limitation, sinking fund payments, if any) or interest on the Securities. The Issuer may and shall resume payments on the Securities (1) in the case of a payment default, on the date upon which such default is cured or waived or ceases to exist, and (2) in the case of a nonpayment default with respect to Senior Indebtedness, on the earlier of the date on which the nonpayment default is cured or waived or ceases to exist or 179 days have passed after the date on which the applicable Payment Blockage Notice is received360 consecutive days. No new period of payment blockage may be commenced pursuant to a Payment Blockage Notice unless (A) at least 365 days shall have elapsed since the Issuer's receipt of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash, or in such other form of payment as may be acceptable to the holders of the Securities, and the Trustee or the requisite holders of Securities shall not have begun proceedings to enforce the right of the holders to receive payments. No default (whether or not such event of default is on the same issue of Senior Indebtedness) that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior and Subordinated Debt initiating such Payment Blockage Period shall be, be or be made, made the basis for a the commencement of any subsequent Payment Blockage NoticePeriod by the holders of such Designated Senior and Subordinated Debt, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. Upon any payment by the Issuer, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding-winding up, liquidation receivership, reorganization, assignment for the benefit of creditors, marshalling of assets and liabilities or reorganization any bankruptcy, insolvency or similar proceedings of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other such proceedingsCompany, all amounts due or to become due upon all Senior Indebtedness and Subordinated Debt shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal Principal of, Change of Control purchase price, or interest on the Securities (except payments made pursuant to Article 9 hereof from monies deposited with indebtedness evidenced by the Trustee pursuant thereto prior to the happening of such dissolutionSecurities, winding-up, liquidation or reorganization); and, and upon any such liquidation, dissolution, winding-winding up, liquidation receivership, reorganization, assignment, marshalling or reorganizationproceeding, any payment by the Issuer, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Securities or the Trustee under this Indenture would be entitled entitled, except for the provisions of this Article 12hereof, shall (except as aforesaid) be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness and Subordinated Debt (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness and Subordinated Debt held by such holders, as calculated by the Issuer) or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness and Subordinated Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness and Subordinated Debt in fullfull (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in money or money's worthany such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtednessand Subordinated Debt, before any payment or distribution is made to the holders of the indebtedness evidenced by the Securities or to the TrusteeTrustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the holders of the Securities before all Senior Indebtedness and Subordinated Debt is paid in full, full or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness and Subordinated Debt or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness and Subordinated Debt may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment of all Senior Indebtedness and Subordinated Debt remaining unpaid to the extent necessary to pay until all such Senior Indebtedness and Subordinated Debt shall have been paid in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtednessand Subordinated Debt. For purposes of this Article 12Article, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Issuer Company as reorganized or readjusted, or securities of the Issuer Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 12 with respect to the Securities Securities) to the payment of all Senior Indebtedness and Subordinated Debt which may at the time be outstanding; provided provided, that (i) the Senior Indebtedness and Subordinated Debt is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness (other than leases) and of leases which are assumed Subordinated Debt are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Issuer Company with, or the merger of the Issuer Company into, another corporation or the liquidation or dissolution of the Issuer Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 8 hereof 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof5. Nothing in this Section 12.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7, except as provided therein. This Section 5.06shall be subject to the further provisions of Section 11.5.