Common use of Priority and Payment Over Upon Insolvency and Dissolution Clause in Contracts

Priority and Payment Over Upon Insolvency and Dissolution. In the event of (a) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or similar case or proceeding in connection therewith relative to the Company or its creditors as such or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company, then and in any such event the holders of the Senior Debt shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Debt before the holders of the Subordinated Debt shall be entitled to receive and retain any payment on account of the principal, interest or other amounts due or to become due on the Subordinated Debt, and to that end the holders of the Senior Debt shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company which is subordinated to the payment of the Subordinated Debt, which may be payable or deliverable in respect of the Subordinated Debt in any such case, proceeding, dissolution, liquidation or other winding up or event. Accordingly, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, which would otherwise have been made to the holders of the Subordinated Debt but for the provisions of this Section 2.2 shall instead be made by the Company or by the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company directly to the holders of the Senior Debt for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior Debt. If, notwithstanding the foregoing provisions of this Section 2.2, any holder of the Subordinated Debt shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company which is subordinated to the payment of the Subordinated Debt, before all amounts due (or to become due under the EPC Contract) on or in respect of all Senior Debt have been indefeasibly paid in full in cash, then and in such event such payment or distribution shall be received in trust for the holders of the Senior Debt and shall be forthwith paid over or delivered by the holder of the Subordinated Debt receiving the same directly to the holders of the Senior Debt or, to the extent legally required, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution of assets of the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. For purposes of this Agreement only, the words “cash, property or securities” shall not be deemed to include shares of stock of, membership interests, or partnership interests in, the Company as reorganized or readjusted or unsecured debt securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to the same or a greater extent than the Subordinated Debt is subordinated as provided for in this Agreement.

Priority and Payment Over Upon Insolvency and Dissolution. In the event of (ax) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or similar case or proceeding in connection therewith relative to the Company Payor or its creditors creditors, as such such, or to its assets, or (by) any liquidation, dissolution or other winding up of the CompanyPayor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (cz) any assignment for the benefit of creditors or other marshalling marshaling of assets and liabilities of the CompanyPayor, then and in any such event event: (i) the holders of the Senior Debt shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Debt before the holders of the Subordinated Debt Payee shall be entitled to receive and retain any direct or indirect payment on account of the principal, interest or other amounts due or to become due on the Subordinated Debt, including, without limitation, by exercise of any right of set off and to that end the holders any payment which might be payable or deliverable by reason of the Senior Debt shall be entitled to receive, for application any other indebtedness being subordinated in right of payment to the payment of the Senior Subordinated Debt, ; (ii) any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company which is subordinated to the payment of the Subordinated Debt, securities which may be payable or deliverable in respect of the Subordinated Debt in any such case, proceeding, dissolution, liquidation or other winding up or event. Accordingly, including any such payment or distribution of assets which may be payable or deliverable by reason of the Company payment of any kind or character, whether in cash, property or securities, other indebtedness of the Payor which would otherwise have been made is subordinated to the holders payment of the Subordinated Debt but for the provisions of this Section 2.2 shall instead be made paid by the Company Payor or by the trustee in bankruptcy, debtor in possession, receiver, liquidating trustee, custodian, assignee, agent agent, or other Person making payment or distribution of assets of the Company Payor directly to the Administrative Agent (or the Representative, the holders of the Senior Debt for application to Derivative Obligations or all of the payment of all Senior Debt remaining unpaid Creditors, as applicable) to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior Debt. If, notwithstanding the foregoing provisions of this Section 2.2, any holder The consolidation of the Subordinated Debt shall have received any payment Payor with, or distribution of assets the merger of the Company of any kind Payor into, another Person or character, whether in cash, property the liquidation or securities, including any such payment or distribution which may be payable or deliverable by reason dissolution of the payment Payor following the conveyance or transfer of any other indebtedness of the Company which is subordinated its assets substantially as an entirety to the payment of the Subordinated Debt, before all amounts due (or to become due another Person upon terms and conditions permitted under the EPC Contract) on or in respect of all Senior Debt have been indefeasibly paid in full in cash, then and in such event such payment or distribution shall be received in trust for the holders of the Senior Debt and shall be forthwith paid over or delivered by the holder of the Subordinated Debt receiving the same directly to the holders of the Senior Debt or, to the extent legally required, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution of assets of the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. For purposes of this Credit Agreement only, the words “cash, property or securities” shall not be deemed to include shares a dissolution, winding up, liquidation, reorganization, assignment for the benefit of stock of, membership interests, creditors or partnership interests in, the Company as reorganized or readjusted or unsecured debt securities marshaling of assets and liabilities of the Company Payor for purposes of this Section 3(a) if the Person formed by such consolidation or any other corporation provided into which the Payor is merged or the Person which acquires by conveyance or transfer such property and assets substantially as an entirety, as the case may be, shall comply with the conditions set forth in the Credit Agreement as a prerequisite for by a plan of reorganization such consolidation, merger, conveyance or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to the same or a greater extent than the Subordinated Debt is subordinated as provided for in this Agreementtransfer.

Priority and Payment Over Upon Insolvency and Dissolution. In the event of (ax) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or similar case or proceeding in connection therewith relative to the Company Payor or its creditors creditors, as such such, or to its assets, or (by) any liquidation, dissolution or other winding up of the CompanyPayor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (cz) any assignment for the benefit of creditors or other marshalling marshaling of assets and liabilities of the CompanyPayor, then and in any such event event: (i) the holders of the Senior Debt shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Debt before the holders of the Subordinated Debt Payee shall be entitled to receive and retain any direct or indirect payment on account of the principal, interest or other amounts due or to become due on the Subordinated Debt, including, without limitation, by exercise of any right of set off and to that end the holders any payment which might be payable or deliverable by reason of the Senior Debt shall be entitled to receive, for application any other indebtedness being subordinated in right of payment to the payment Subordinated Debt (other than in the form of securities permitted to be paid in accordance with the Senior Debt, first parenthetical in clause (ii) below); (ii) any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company which is subordinated to the payment of the Subordinated Debt, securities which may be payable or deliverable in respect of the Subordinated Debt in any such case, proceeding, dissolution, liquidation or other winding up or event. Accordingly, including any such payment or distribution of assets which may be payable or deliverable by reason of the Company payment of any kind or character, whether in cash, property or securities, other indebtedness of the Payor which would otherwise have been made is subordinated to the holders payment of the Subordinated Debt but (except for any such payment or distribution (each an “Excepted Payment”) (A) authorized by an unstayed, final, nonappealable order or decree stating that effect is being given to the subordination of the Subordinated Debt to the Senior Debt and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law and (B) of securities which, if debt securities, are subordinated to at least the same extent as the Subordinated Debt is to (y) the Senior Debt or (z) any securities issued in exchange for the provisions Senior Debt; provided, however, that (i) the final maturity date of this Section 2.2 such securities shall instead not be made earlier than one year following the maturity date of the last to mature of the Senior Debt (including any securities issued in exchange therefor) at the time outstanding, (ii) such securities shall contain covenants and shall not contain greater defaults than as are contained in such instruments and (iii) such securities shall bear interest at a rate per annum less than or equal to [6]% per annum), shall be paid by the Company Payor or by the trustee in bankruptcy, debtor-in-possession, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Payor directly to the Administrative Agent (or the Representative, the holders of the Senior Debt for application to Derivative Obligations or all of the payment of all Senior Debt remaining unpaid Creditors, as applicable) to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior Debt. If, notwithstanding the foregoing provisions of this Section 2.2, any holder The consolidation of the Subordinated Debt shall have received any payment Payor with, or distribution of assets the merger of the Company of any kind Payor into, another Person or character, whether in cash, property the liquidation or securities, including any such payment or distribution which may be payable or deliverable by reason dissolution of the payment Payor following the conveyance or transfer of any other indebtedness of the Company which is subordinated its assets substantially as an entirety to the payment of the Subordinated Debt, before all amounts due (or to become due another Person upon terms and conditions permitted under the EPC Contract) on or in respect of all Senior Debt have been indefeasibly paid in full in cash, then and in such event such payment or distribution shall be received in trust for the holders of the Senior Debt and shall be forthwith paid over or delivered by the holder of the Subordinated Debt receiving the same directly to the holders of the Senior Debt or, to the extent legally required, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution of assets of the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. For purposes of this Credit Agreement only, the words “cash, property or securities” shall not be deemed to include shares a dissolution, winding up, liquidation, reorganization, assignment for the benefit of stock of, membership interests, creditors or partnership interests in, the Company as reorganized or readjusted or unsecured debt securities marshaling of assets and liabilities of the Company Payor for purposes of this Section 3(a) if the Person formed by such consolidation or any other corporation provided into which the Payor is merged or the Person which acquires by conveyance or transfer such property and assets substantially as an entirety, as the case may be, shall comply with the conditions set forth in the Credit Agreement as a prerequisite for by a plan of reorganization such consolidation, merger, conveyance or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to the same or a greater extent than the Subordinated Debt is subordinated as provided for in this Agreementtransfer.

Priority and Payment Over Upon Insolvency and Dissolution. In the event of (ax) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or similar case or proceeding in connection therewith relative to the Company Payor or its creditors creditors, as such such, or to its assets, or (by) any liquidation, dissolution or other winding up of the CompanyPayor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (cz) any assignment for the benefit of creditors or other marshalling marshaling of assets and liabilities of the CompanyPayor, then and in any such event event: (i) the holders of the Senior Debt shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Debt before the holders of the Subordinated Debt Payee shall be entitled to receive and retain any direct or indirect payment on account of the principal, interest or other amounts due or to become due on the Subordinated Debt, including, without limitation, by exercise of any right of set off and to that end the holders any payment which might be payable or deliverable by reason of the Senior Debt shall be entitled to receive, for application any other indebtedness being subordinated in right of payment to the payment Subordinated Debt (other than in the form of securities permitted to be paid in accordance with the Senior Debt, first parenthetical in clause (ii) below); and (ii) any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company which is subordinated to the payment of the Subordinated Debt, securities which may be payable or deliverable in respect of the Subordinated Debt in any such case, proceeding, dissolution, liquidation or other winding up or event. Accordingly, including any such payment or distribution of assets which may be payable or deliverable by reason of the Company payment of any kind or character, whether in cash, property or securities, other indebtedness of the Payor which would otherwise have been made is subordinated to the holders payment of the Subordinated Debt but (except for any such payment or distribution (each an “Excepted Payment”) (A) authorized by an unstayed, final, nonappealable order or decree stating that effect is being given to the subordination of the Subordinated Debt to the Senior Debt and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law and (B) of securities which, if debt securities, are subordinated to at least the same extent as the Subordinated Debt is to (y) the Senior Debt or (z) any securities issued in exchange for the provisions Senior Debt; provided, however, that (i) the final maturity date of this Section 2.2 such securities shall instead not be made earlier than one year following the maturity date of the last to mature of the Senior Debt (including any securities issued in exchange therefor) at the time outstanding and (ii) such securities shall contain covenants and shall not contain greater defaults than as are contained in such instruments), shall be paid by the Company Payor or by the trustee in bankruptcy, debtor-in-possession, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Payor directly to the holders Administrative Agent (or the Swap Creditors or all of the Senior Debt for application to the payment of all Senior Debt remaining unpaid Lenders, as applicable) to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior Debt. If, notwithstanding the foregoing provisions of this Section 2.2, any holder The consolidation of the Subordinated Debt shall have received any payment Payor with, or distribution of assets the merger of the Company of any kind Payor into, another Person or character, whether in cash, property the liquidation or securities, including any such payment or distribution which may be payable or deliverable by reason dissolution of the payment Payor following the conveyance or transfer of any other indebtedness of the Company which is subordinated its assets substantially as an entirety to the payment of the Subordinated Debt, before all amounts due (or to become due another Person upon terms and conditions permitted under the EPC Contract) on or in respect of all Senior Debt have been indefeasibly paid in full in cash, then and in such event such payment or distribution shall be received in trust for the holders of the Senior Debt and shall be forthwith paid over or delivered by the holder of the Subordinated Debt receiving the same directly to the holders of the Senior Debt or, to the extent legally required, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution of assets of the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. For purposes of this Credit Agreement only, the words “cash, property or securities” shall not be deemed to include shares a dissolution, winding up, liquidation, reorganization, assignment for the benefit of stock of, membership interests, creditors or partnership interests in, the Company as reorganized or readjusted or unsecured debt securities marshaling of assets and liabilities of the Company Payor for purposes of this Section 3(a) if the Person formed by such consolidation or any other corporation provided into which the Payor is merged or the Person which acquires by conveyance or transfer such property and assets substantially as an entirety, as the case may be, shall comply with the conditions set forth in the Credit Agreement as a prerequisite for by a plan of reorganization such consolidation, merger, conveyance or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to the same or a greater extent than the Subordinated Debt is subordinated as provided for in this Agreementtransfer.

Priority and Payment Over Upon Insolvency and Dissolution. In the event of (a) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or similar case or proceeding in connection therewith relative to the Company or its creditors as such or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company, then and in any such event the holders of the Senior Debt shall be entitled to receive payment in full in cash or cash equivalents of all amounts due or to become due on or in respect of all Senior Debt before the holders of the Subordinated Debt shall be entitled to receive and retain any payment on account of the principal, interest or other amounts due or to become due on the Subordinated Debt, and to that end the holders of the Senior Debt shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company which is subordinated to the payment of the Subordinated 447 Debt, which may be payable or deliverable in respect of the Subordinated Debt in any such case, proceeding, dissolution, liquidation or other winding up or event. Accordingly, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, which would otherwise have been made to the holders of the Subordinated Debt but for the provisions of this Section 2.2 shall instead be made by the Company or by the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company directly to the holders of the Senior Debt for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash or cash equivalents after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior Debt. If, notwithstanding the foregoing provisions of this Section 2.2, any holder of the Subordinated Debt shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company which is subordinated to the payment of the Subordinated Debt, before all amounts due (or to become due under the EPC Contract) on or in respect of all Senior Debt have been indefeasibly paid in full in cashcash or cash equivalents, then and in such event such payment or distribution shall be received in trust for the holders of the Senior Debt and shall be forthwith paid over or delivered by the holder of the Subordinated Debt receiving the same directly to the holders of the Senior Debt or, to the extent legally required, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution of assets of the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash or cash equivalents after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. For purposes of this Agreement only, the words “"cash, property or securities” " shall not be deemed to include shares of stock of, membership interests, or partnership interests in, the Company as reorganized or readjusted or unsecured debt securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to the same or a greater extent than the Subordinated Debt is subordinated as provided for in this Agreement.

Priority and Payment Over Upon Insolvency and Dissolution. In the event of (ax) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or similar case or proceeding in connection therewith relative to the Company or its creditors creditors, as such such, or to its assets, or (by) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (cz) any assignment for the benefit of creditors or other marshalling marshaling of assets and liabilities of the Company, then and in any such event event: (i) the holders of the Senior Debt shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Debt before the holders of the Subordinated Debt [INSERT NAME OF AFFILIATE] shall be entitled to receive and retain any direct or indirect payment on account of the principal, interest or other amounts due or to become due on the Subordinated Debt, including, without limitation, by exercise of any right of set off and to that end the holders any payment which might be payable or deliverable by reason of the Senior Debt shall be entitled to receive, for application any other indebtedness being subordinated in right of payment to the payment Subordinated Debt (other than in the form of securities permitted to be paid in accordance with the Senior Debt, first parenthetical in clause (ii) below); and (ii) any payment or distribution of any kind or character, whether in cash, property or securitiessecurities which may be payable or deliverable in respect of the Subordinated Debt in any such case, proceeding, dissolution, liquidation or other winding up or event, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company which is subordinated to the payment of the Subordinated DebtDebt (except for any such payment or distribution (each an “Excepted Payment”) (A) authorized by an unstayed, which may be payable final, nonappealable order or deliverable in respect decree stating that effect is being given to the subordination of the Subordinated Debt to the Senior Debt and made by a court of competent jurisdiction in a reorganization proceeding under any such caseapplicable bankruptcy law and (B) of securities which, proceeding, dissolution, liquidation or other winding up or event. Accordingly, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or if debt securities, which would otherwise have been made are subordinated to at least the holders of same extent as the Subordinated Debt but is to (y) the Senior Debt or (z) any securities issued in exchange for the provisions Senior Debt; provided, however, that (i) the final maturity date of this Section 2.2 such securities shall instead not be made earlier than one year following the maturity date of the last to mature of the Senior Debt (including any securities issued in exchange therefor) at the time outstanding and (ii) such securities shall contain covenants and shall not contain greater defaults than as are contained in such instruments), shall be paid by the Company or by the trustee in bankruptcy, debtor-in-possession, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company directly to the holders of the Senior Debt for application to the payment of all Senior Debt remaining unpaid Collateral Agent to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior Debt. If, notwithstanding the foregoing provisions of this Section 2.2, any holder of the Subordinated Debt shall have received any payment or distribution of assets The consolidation of the Company of any kind with, or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness merger of the Company which is subordinated to into, another Person or the payment liquidation or dissolution of the Subordinated Debt, before all amounts due (Company following the conveyance or transfer of its assets substantially as an entirety to become due another Person upon terms and conditions permitted under the EPC Contract) on or in respect of all Senior Debt have been indefeasibly paid in full in cash, then and in such event such payment or distribution shall be received in trust for the holders of the Senior Debt and shall be forthwith paid over or delivered by the holder of the Subordinated Debt receiving the same directly to the holders of the Senior Debt or, to the extent legally required, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution of assets of the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. For purposes of this Agreement only, the words “cash, property or securities” Outstanding Agreements shall not be deemed to include shares a dissolution, winding up, liquidation, reorganization, assignment for the benefit of stock of, membership interests, creditors or partnership interests in, the Company as reorganized or readjusted or unsecured debt securities marshaling of assets and liabilities of the Company for purposes of this Section 3(a) if the Person formed by such consolidation or any other corporation provided into which the Company is merged or the Person which acquires by conveyance or transfer such property and assets substantially as an entirety, as the case may be, shall comply with the conditions set forth in the Outstanding Agreements as a prerequisite for by a plan of reorganization such consolidation, merger, conveyance or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to the same or a greater extent than the Subordinated Debt is subordinated as provided for in this Agreementtransfer.

Priority and Payment Over Upon Insolvency and Dissolution. In the event of (a) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or similar case or proceeding in connection therewith relative to the Company or its creditors as such or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company, then and in any such event the holders of the Senior Debt shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Debt before the holders of the Subordinated Debt shall be entitled to receive and retain any payment on account of the principal, interest or other amounts due or to become due on the Subordinated Debt, and to that end the holders of the Senior Debt shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company which is subordinated to the payment of the Subordinated Debt, which may be payable or deliverable in respect of the Subordinated Debt in any such case, proceeding, dissolution, liquidation or other winding up or event. Accordingly, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, which would otherwise have been made to the holders of the Subordinated Debt but for the provisions of this Section 2.2 shall instead be made by the Company or by the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company directly to the holders of the Senior Debt for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior Debt. If, notwithstanding the foregoing provisions of this Section 2.2, any holder of the Subordinated Debt shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company which is subordinated to the payment of the Subordinated Debt, before all amounts due (or to become due under the EPC Contract) on or in respect of all Senior Debt have been indefeasibly paid in full in cash, then and in such event such payment or distribution shall be received in trust for the holders of the Senior Debt and shall be forthwith paid over or delivered by the holder of the Subordinated Debt receiving the same directly to the holders of the Senior Debt or, to the extent legally required, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution of assets of the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. For purposes of this Agreement only, the words “"cash, property or securities” " shall not be deemed to include shares of stock of, membership interests, or partnership interests in, the Company as reorganized or readjusted or unsecured debt securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to the same or a greater extent than the Subordinated Debt is subordinated as provided for in this Agreement.

Priority and Payment Over Upon Insolvency and Dissolution. In the event of (ai) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or similar case or proceeding in connection therewith relative to the Company or its creditors as such Maker or to its assets, or (bii) any liquidation, dissolution or other winding up of the CompanyMaker, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (ciii) any assignment for the benefit of creditors or other marshalling of assets and liabilities of the CompanyMaker, then and in any such event the holders of the Senior Debt Holders shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Debt before the holders Holder of the Subordinated Debt this Note shall be entitled to receive and retain any payment on account of the principal, interest or other amounts due or to become due on the Subordinated Debt, this Note and to that end the holders of the Senior Debt Holders shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company Maker which is subordinated to the payment of the Subordinated Debtthis Note, which may be payable or deliverable in respect of the Subordinated Debt this Note in any such case, proceeding, dissolution, liquidation or other winding up or event. Accordingly, any payment or distribution of assets of the Company Maker of any kind or character, whether in cash, property or securities, which would otherwise have been made to the holders Holder of the Subordinated Debt this Note but for the provisions of this Section 2.2 2 shall instead be made by the Company Maker or by the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company Maker directly to the holders of Senior Debt Holders (or the agent or trustee for the Senior Debt Holders on their behalf) for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior DebtDebt Holders. If, notwithstanding the foregoing provisions of this Section 2.22, any holder the Holder of the Subordinated Debt this Note shall have received any payment or of distribution of assets of the Company Maker of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company Maker which is subordinated to the payment of the Subordinated Debtthis Note, before all amounts due (or to become due under the EPC Contract) on or in respect of all Senior Debt have been indefeasibly paid in full in cash, then and in such event such payment or distribution shall be received in trust for the holders of the Senior Debt Holders and shall be forthwith paid over or delivered by the holder Holder of the Subordinated Debt this Note receiving the same directly to the holders of Senior Debt Holders (or to the agent or trustee for the Senior Debt Holders on their behalf) or, to the extent legally required, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making such payment or distribution of assets of the CompanyMaker, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. For purposes of this Agreement only, the words “cash, property or securities” shall not be deemed to include shares of stock of, membership interests, or partnership interests in, the Company as reorganized or readjusted or unsecured debt securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to the same or a greater extent than the Subordinated Debt is subordinated as provided for in this Agreement.the

Priority and Payment Over Upon Insolvency and Dissolution. In the event of (ai) any insolvency or bankruptcy case case' or proceeding or any receivership, liquidation, reorganization or similar case or proceeding in connection therewith relative to the Company or its creditors as such or to its assets, or (bii) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (ciii) any assignment for the benefit benefit' of creditors or other marshalling of assets and liabilities of the Company, then and in any such event the holders of the Senior Debt Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents of all amounts due or to become due on or in respect of all Senior Debt Indebtedness before the holders Trustee or the Holders of the Subordinated Debt Securities shall be entitled to receive and retain any payment on account in respect of the principal, premium, if any, interest or other amounts due or to become due on the Subordinated DebtSecurities, and to that end the holders of the Senior Debt Indebtedness shall be entitled to receive, for application to the payment of the Senior DebtIndebtedness (pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder as its interest may appear), any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company which is subordinated to the payment of the Subordinated DebtSecurities, which may be payable or deliverable in respect of the Subordinated Debt Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. Accordingly, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, which would otherwise have been made to the holders Trustee or the Holders of the Subordinated Debt Securities but for the provisions of this Section 2.2 1302 shall instead be made by the Company or by the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company directly to the holders of the Senior Debt Indebtedness for application to the payment of all Senior Debt Indebtedness remaining unpaid to the extent necessary to pay all Senior Debt Indebtedness in full in cash or Cash Equivalents after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior DebtIndebtedness. If, notwithstanding the foregoing provisions of this Section 2.21302, the Trustee or any holder Holder of the Subordinated Debt Securities shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company which is subordinated to the payment of the Subordinated DebtSecurities, before all amounts due (or to become due under the EPC Contract) on or in respect of all Senior Debt Indebtedness have been indefeasibly paid in full in cashcash or Cash Equivalents, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee in accordance with and as required by Section 1310 or otherwise or, as the case may be, such Holder, then and in such event such payment or distribution shall be received held in trust for the holders benefit of and shall, to the Senior Debt and shall extent permitted by applicable law, be forthwith paid over or delivered by the holder of the Subordinated Debt receiving the same directly to the holders of the such Senior Debt orIndebtedness or their respective representatives, to the extent legally required, or to the trustee in bankruptcyor trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution of assets of the Companyas their respective interests may appear, for application to the payment of all Senior Debt Indebtedness remaining unpaid (pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder as its interest may appear) to the extent necessary to pay all Senior Debt Indebtedness in full in cash after giving effect to any concurrent payment or distribution to or for the holders of the Senior DebtIndebtedness. For purposes of this Agreement Article Thirteen only, the words “"cash, property or securities” " shall not be deemed to include shares of stock of, membership interests, or partnership interests in, of the Company as reorganized or readjusted readjusted, or unsecured debt securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt Indebtedness which may at the time be outstanding to the same or a greater extent than the Subordinated Debt is Securities are subordinated as provided for in this AgreementArticle Thirteen; provided that the rights of the holders of Senior Indebtedness at the time outstanding are not adversely altered by the payment or distribution of such shares of stock or unsecured debt securities to the Trustee or the Holders of the Securities. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its assets substantially as an entirety to another Person upon terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for purposes of this Section 1302 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such property and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight. Notwithstanding the foregoing, no merger in which the Company is the surviving entity shall be deemed to be a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company within the meaning of Article Thirteen.