Common use of Payments to Holders Clause in Contracts

Payments to Holders. In the event and during the continuation of any default in the payment of principal, premium (if any), interest or any other payment due on any Senior Debt of the Company continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt of the Company, 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 Company with respect to the principal of or interest on the Securities from monies deposited with the Trustee pursuant thereto prior to the happening of such default. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt of the Company 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 of, premium (if any) or interest on the Securities (except payments made pursuant to Article 4 hereof from monies deposited with the Trustee pursuant thereto prior to the occurrence of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Company, or distribution of assets of the 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, except for the provisions of this Article 15, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt of the Company held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt of the Company may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt of the Company in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of the Company, 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 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 Debt of the Company 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 Debt of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt of the Company may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt of the Company remaining unpaid to the extent necessary to pay all Senior Debt of the Company 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 Debt. For purposes of this Article 15, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 15 with respect to the Securities to the payment of all Senior Debt of the Company which may at the time be outstanding; provided that (i) the Senior Debt of the Company is assumed by the new Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt of the Company (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 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 property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof.

Payments to Holders. In No payment shall be made with respect to the event principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article 11 as provided in the Indenture), except payments and during distributions made by the continuation Trustee as permitted by the first or second paragraph of any Section 15.5, if: a default in the payment of principal, premium (premium, if any), interest interest, rent or any other payment obligations due on any Senior Debt occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the Company continuing event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt of the Company, thenDebt) (a "Payment Default"), unless and until such default shall have been cured or waived or shall have ceased to exist; or a default, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a holder of Designated Senior Debt, a Representative of Designated Senior Debt or the Company (a "Non-Payment Default"). If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no payment subsequent Payment Blockage Notice shall be made effective for purposes of this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No Non-Payment Default 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: in the case of any Payment Default, the date upon which the Payment Default is cured or waived or ceases to exist, or in the case of a Non-Payment Default, the earlier of (a) the date upon which such Non-Payment Default is cured, waived or ceases to exist or (b) 179 days after the date on which the applicable Payment Blockage Notice is received by the Company with respect to Trustee, unless this Article 15 otherwise prohibits the principal of payment or interest on the Securities from monies deposited with the Trustee pursuant thereto prior to the happening of distribution at such defaulttime. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, reorganization, liquidation, receivership or other proceedings, or upon an assignment for the benefit of creditors or any marshalling of the assets and liabilities of the Company, or otherwise, all amounts due or to become due upon all Senior Debt of the Company shall first be paid in fullfull in cash or other payment satisfactory to the holders of such Senior Debt, 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 Debt, before any payment is made on account of the principal of, premium (premium, if any) , or interest on the Securities (except payments made pursuant to Article 4 hereof from monies deposited with the Trustee pursuant thereto prior to the occurrence commencement of proceedings for such dissolution, winding-up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganizationthe marshalling of assets and liabilities of the Company); and upon any such dissolution or dissolution, winding-up up, liquidation, reorganization, assignment for the benefit of creditors or liquidation marshalling of assets and liabilities of the Company or reorganization bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders Holders of the Securities or the Trustee would be entitled, except for the provisions provision of this Article 15, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by 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 Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt of the Company held by such holders, or as calculated otherwise required by the Companylaw or a court order) or their representative Representative or representativesRepresentatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt of the Company may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt of the Company in full, in money cash or money’s worthother payment satisfactory to the holders of such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of the CompanyDebt, before any payment or distribution or provision therefor is made to the holders Holders of the Securities or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the 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 Debt of the Company 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 Debt of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt of the Company may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt of the Company remaining unpaid to the extent necessary to pay all Senior Debt of the Company 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 Debt. For purposes of this Article 15, the words, “"cash, property or securities” " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person 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 15 with respect to the Securities to the payment of all Senior Debt of the Company which may at the time be outstanding; provided that (i) the Senior Debt of the Company is assumed by the new Personcorporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt of the Company (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 Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person corporation upon the terms and conditions provided for in Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 15.2 if such other Person corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof8. 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 respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article 11 as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 15.5, until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Debt is paid in full in cash or other payment satisfactory to the holders of such Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Debt, 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 Debt or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, as calculated by 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 other payment satisfactory to the holders of such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 15.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7. This Section 15.2 shall be subject to the further provisions of Section 15.5.

Payments to Holders. In No payment shall be made with respect to the event principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article Eleven as provided in the Indenture), except payments and during distributions made by the continuation Trustee as permitted by the first or second paragraph of any Section 14.5, if a default in the payment of principal, premium (if any)premium, interest or any other payment obligations due on any Senior Debt Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the Company continuing event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt of the Company, thenIndebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist, no payment . The Issuer may and shall be made by resume payments on and distributions in respect of the Company with respect to the principal of or interest Securities on the Securities from monies deposited with date upon which the Trustee pursuant thereto prior default is cured or waived or ceases to exist, unless this Article Fourteen otherwise prohibits the happening payment or distribution at the time of such defaultpayment or distribution. Upon any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the CompanyIssuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt of the Company 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 (premium, if any) , or interest on the Securities (except payments made pursuant to Article 4 hereof Nine from monies deposited with the Trustee pursuant thereto prior to the occurrence commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Issuer or bankruptcy, insolvency, receivership or other proceeding, any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to which the holders Holders of the Securities or the Trustee would be entitled, except for the provisions provision of this Article 15Fourteen, shall (except as aforesaid) be paid by the Company Issuer 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 Debt of the Company Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt of the Company Indebtedness held by such holders, or as calculated otherwise required by the Companylaw 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 Debt of the Company Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt of the Company 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 Debt of the CompanyIndebtedness, before any payment or distribution or provision therefor is made to the holders Holders of the Securities or to the Trustee. For purposes of this Article Fourteen, 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 Fourteen 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 reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness 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 Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.2 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight. 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 respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article Eleven as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 14.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Issuer shall promptly notify holders of Senior Indebtedness of the acceleration, unless there are no payment obligations of the Issuer thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoingforegoing provisions, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securitiessecurities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the holders Holders of the Securities before all Senior Debt of the Company Indebtedness is paid in fullfull in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment in money thereof in accordance with its termsterms in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 Debt of the Company Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt of the Company Indebtedness may have been issued, as their respective interests may appear, as calculated by the CompanyIssuer, for application to the payment of all Senior Debt of the Company Indebtedness remaining unpaid to the extent necessary to pay all Senior Debt of the Company Indebtedness in full in money in accordance with its termscash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. For purposes of Nothing in this Article 15Section 14.2 shall apply to claims of, or payments to, the words, “cash, property Trustee under or securities” pursuant to Section 5.6. This Section 14.2 shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least subject to the extent provided in this Article 15 with respect to the Securities to the payment further provisions of all Senior Debt of the Company which may at the time be outstanding; provided that (i) the Senior Debt of the Company is assumed by the new Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt of the Company (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 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 property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof14.5.

Payments to Holders. In the event and during the continuation of any default in the payment of principal, premium (if any)premium, interest or any other payment due on any Senior Debt Indebtedness of the Company Issuer continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt Indebtedness of the CompanyIssuer, 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 Company Issuer with respect to the principal of of, or premium, if any, or interest on the Securities Securities, except payments made pursuant to Article 9 hereof from monies amounts deposited with the Trustee pursuant thereto prior to the happening of such default. Upon any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the CompanyIssuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company Issuer 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 principal (including, if applicable, any cash due upon conversion the principal ofSecurities), premium (premium, if any) , or interest on the Securities (except payments made pursuant to Article 4 9 hereof from monies amounts deposited with the Trustee pursuant thereto prior to the occurrence happening of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization any payment by the CompanyIssuer, or distribution of assets of the Company 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 1513, shall (except as aforesaid) be paid by the Company 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 Debt Indebtedness of the Company Issuer (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness of the Company Issuer held by such holders, as calculated by the CompanyIssuer) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt Indebtedness of the Company Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt Indebtedness of the Company Issuer in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of the CompanyIssuer, 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 Company 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 Debt Indebtedness of the Company Issuer 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 Debt Indebtedness of the Company Issuer or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt Indebtedness of the Company Issuer may have been issued, as their respective interests may appear, as calculated by the CompanyIssuer, for application to the payment of all Senior Debt Indebtedness of the Company Issuer remaining unpaid to the extent necessary to pay all Senior Debt Indebtedness of the Company Issuer 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 DebtIndebtedness. For purposes of this Article 1513, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company Issuer as reorganized or readjusted, or securities of the Company Issuer or any other Person 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 15 13 with respect to the Securities to the payment of all Senior Debt Indebtedness of the Company Issuer which may at the time be outstanding; provided that (i) the Senior Debt Indebtedness of the Company Issuer is assumed by the new Personcorporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt Indebtedness of the Company Issuer (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 Company Issuer with, or the merger of the Company Issuer into, another Person corporation or the liquidation or dissolution of the Company Issuer following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person 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 15.02 13.02 if such other Person 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 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 5.06.

Payments to Holders. In the event and during the continuation of any default in the payment of principal, premium (if any)premium, interest or any other payment due on any Senior Debt Indebtedness of the Company Issuer continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt Indebtedness of the CompanyIssuer, 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 Company Issuer with respect to the principal of of, or premium, if any, or interest on the Securities, except sinking fund payments made by the acquisition of Securities under Section 11.05 prior to the happening of such default and payments made pursuant to Article 9 hereof from monies amounts deposited with the Trustee pursuant thereto prior to the happening of such default. Upon any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the CompanyIssuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company Issuer 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 principal (including, if applicable, any cash due upon conversion the principal ofSecurities), premium (premium, if any) , or interest on the Securities (except payments made pursuant to Article 4 9 hereof from monies amounts deposited with the Trustee pursuant thereto prior to the occurrence happening of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization any payment by the CompanyIssuer, or distribution of assets of the Company 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 1512, shall (except as aforesaid) be paid by the Company 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 the Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company Issuer (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness of the Company Issuer held by such holders, as calculated by the CompanyIssuer) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt Indebtedness of the Company Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt Indebtedness of the Company Issuer in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of the CompanyIssuer, 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 Company 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 Debt Indebtedness of the Company Issuer 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 Debt Indebtedness of the Company Issuer or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt Indebtedness of the Company Issuer may have been issued, as their respective interests may appear, as calculated by the CompanyIssuer, for application to the payment of all Senior Debt Indebtedness of the Company Issuer remaining unpaid to the extent necessary to pay all Senior Debt Indebtedness of the Company Issuer 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 DebtIndebtedness. For purposes of this Article 1512, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company Issuer as reorganized or readjusted, or securities of the Company Issuer or any other Person 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 15 12 with respect to the Securities to the payment of all Senior Debt Indebtedness of the Company Issuer which may at the time be outstanding; provided that (i) the Senior Debt Indebtedness of the Company Issuer is assumed by the new Personcorporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt Indebtedness of the Company Issuer (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 Company Issuer with, or the merger of the Company Issuer into, another Person corporation or the liquidation or dissolution of the Company Issuer following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person 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 15.02 12.02 if such other Person 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 5.07.

Payments to Holders. In No payments on account of principal of or interest on the event and during Securities shall be made (except in the continuation form of any Permitted Junior Securities) if at the time of such payment or immediately after giving effect thereto there shall exist a default in the any payment of principalwith respect to any Designated Senior Indebtedness, premium (if any), interest or any other payment due on any Senior Debt of the Company continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt of the Company, then, unless and until such default shall not have been cured or waived or shall not have ceased to exist; provided, no payment shall be made by however, the Company with respect to the may make payments on account of principal of or interest on the Securities from monies deposited with without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the holders of such Designated Senior Indebtedness or their designated representative with respect to which a default in any payment has occurred. In addition, during the continuance of any default (other than a payment default) with respect to Designated Senior Indebtedness pursuant thereto prior 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 payments (except in the form of Permitted Junior Securities) on account of principal or interest in respect of the Securities may be made by the 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 happening Trustee from the holders of such defaultDesignated Senior Indebtedness or from an agent of such holders, such default has been cured or waived or has ceased to exist, or because such Designated Senior Indebtedness has been discharged or repaid in full in cash). Only one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. In no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. No Event of Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be or be made the basis for the commencement of any subsequent Payment Blockage Period by the holders of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, 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 Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors, marshalling of assets and liabilities or winding-up any bankruptcy, insolvency or liquidation or reorganization similar proceedings of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Designated Senior Debt of the Company 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 of, premium (if any) or interest on the Securities (except payments made pursuant to Article 4 hereof from monies deposited with indebtedness evidenced by the Trustee pursuant thereto prior to the occurrence of such dissolutionSecurities, winding-up, liquidation or reorganization); and upon any such dissolution liquidation, dissolution, winding up, receivership, reorganization, assignment, marshalling or winding-up or liquidation or reorganization proceeding, any payment by the Company, or distribution of assets of the 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, except for the provisions of this Article 15hereof, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Designated Senior Debt of the Company Indebtedness (pro rata to such holders on the basis of the respective amounts of Designated Senior Debt of the Company Indebtedness held by such holders, as calculated by the Company) or their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Senior Debt of the Company Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Designated Senior Debt of the Company Indebtedness in fullfull (including, without limitation, all post-petition interest, in money any such proceedings whether or money’s worthnot allowed or allowable in such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Designated Senior Debt of the CompanyIndebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Securities or to the TrusteeTrustee under this Indenture, except that the Holders may receive Permitted Junior Securities. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the 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 Designated Senior Debt of the Company Indebtedness is paid in full, full in cash or cash equivalents 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 Designated Senior Debt of the Company 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 Designated Senior Debt of the Company Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Designated Senior Debt of the Company Indebtedness remaining unpaid to the extent necessary to pay until all such Designated Senior Debt of the Company 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 Designated Senior DebtIndebtedness. The subordination and payment blockage provisions described above will not prevent a Default from occurring under this Indenture upon the failure of the Company to pay interest, principal or Conversion Obligation with respect to the Securities when due by their terms. If payment of the Securities is accelerated because of an Event of Default, the Company will, or will cause the Trustee to, promptly notify the holders of Designated Senior Indebtedness or the representative of such Designated Senior Indebtedness of the acceleration. If any Designated Senior Indebtedness is outstanding, the Company may not pay the Securities until five (5) Business Days after the holders of all such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Securities only if this Indenture otherwise permits payment at that time as certified by the Company to the Trustee in an Officers’ certificate to which the Trustee may conclusively rely on, without liability. So long as there shall remain outstanding any Designated Senior Indebtedness under the Bank Credit Agreement, a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The terms of the subordination provisions described above will not apply to payments from money held in trust by the Trustee for the payment of principal, interest and Conversion Obligation on the Securities pursuant to the provisions described under Article 8 of this Indenture if the foregoing subordination provisions were not violated at the time the applicable amounts were deposited in trust pursuant to such provisions as certified by the Company to the Trustee in an Officers’ certificate to which the Trustee may conclusively rely on, without liability. For purposes of this Article 15Article, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person 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 15 with respect to the Securities Securities) to the payment of all Designated Senior Debt of the Company Indebtedness which may at the time be outstanding; provided provided, that (i) the Designated Senior Debt of the Company Indebtedness is assumed by the new Personcorporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Designated Senior Debt of the Company (other than leases) and of leases which are assumed Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the sale, conveyance or transfer of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another Person corporation upon the terms and conditions provided for in Article 8 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 if such other Person 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 shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7. This Section shall be subject to the further provisions of Section 15.05.

Payments to Holders. In No payment shall be made with respect to the event principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article Eleven as provided in the Indenture), except payments and during distributions made by the continuation Trustee as permitted by the first or second paragraph of any Section 12.5, if a default in the payment of principal, premium (if any)premium, interest or any other payment obligations due on any Senior Debt Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the Company continuing event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt of the Company, thenIndebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist, no payment . The Issuer may and shall be made by resume payments on and distributions in respect of the Company with respect to the principal of or interest Securities on the Securities from monies deposited with date upon which the Trustee pursuant thereto prior default is cured or waived or ceases to exist unless this Article Twelve otherwise prohibits the happening payment or distribution at the time of such defaultpayment or distribution. Upon any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the CompanyIssuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt of the Company 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 (premium, if any) , or interest on the Securities (except payments made pursuant to Article 4 hereof Nine from monies deposited with the Trustee pursuant thereto prior to the occurrence commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Issuer or bankruptcy, insolvency, receivership or other proceeding, any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to which the holders Holders of the Securities or the Trustee would be entitled, except for the provisions provision of this Article 15Twelve, shall (except as aforesaid) be paid by the Company Issuer 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 Debt of the Company Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt of the Company Indebtedness held by such holders, or as calculated otherwise required by the Companylaw 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 Debt of the Company Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt of the Company 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 Debt of the CompanyIndebtedness, before any payment or distribution or provision therefor is made to the holders Holders of the Securities or to the Trustee. For purposes of this Article Twelve, 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 Twelve 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 reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness 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 Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight. 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 respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article Eleven as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Issuer shall promptly notify holders of Senior Indebtedness of the acceleration, unless there are no payment obligations of the Issuer thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoingforegoing provisions, any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securitiessecurities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the holders Holders of the Securities before all Senior Debt of the Company Indebtedness is paid in fullfull in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment in money thereof in accordance with its termsterms in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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 Debt of the Company Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt of the Company Indebtedness may have been issued, as their respective interests may appear, as calculated by the CompanyIssuer, for application to the payment of all Senior Debt of the Company Indebtedness remaining unpaid to the extent necessary to pay all Senior Debt of the Company Indebtedness in full in money in accordance with its termscash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. For purposes of Nothing in this Article 15Section 12.2 shall apply to claims of, or payments to, the words, “cash, property Trustee under or securities” pursuant to Section 5.6. This Section 12.2 shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least subject to the extent provided in this Article 15 with respect to the Securities to the payment further provisions of all Senior Debt of the Company which may at the time be outstanding; provided that (i) the Senior Debt of the Company is assumed by the new Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt of the Company (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 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 property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof12.5.

Payments to Holders. In the event and during the continuation of any default in the payment of principal, premium (if any)premium, interest or any other payment due on any Senior Debt Indebtedness of the Company Issuer continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt Indebtedness of the CompanyIssuer, 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 Company Issuer with respect to the principal of or interest on the Securities Subordinated Notes, except sinking fund obligations satisfied by credit of acquired Subordinated Notes under Section 1202 prior to the happening of such default and payments made pursuant to Article Fourteen hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such default. Upon any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the CompanyIssuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company Issuer 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 of, premium (if any) or interest on the Securities Subordinated Notes (except payments made pursuant to Article 4 Fourteen hereof from monies deposited with the Trustee pursuant thereto prior to the occurrence happening of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization any payment by the CompanyIssuer, or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, to which the holders Holders of the Securities Subordinated Notes or the Trustee would be entitled, except for the provisions of this Article 15Seventeen, shall (except as aforesaid) be paid by the Company Issuer 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 Subordinated Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt Indebtedness of the Company Issuer (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness of the Company Issuer held by such holders, as calculated by the CompanyIssuer) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt Indebtedness of the Company Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt Indebtedness of the Company Issuer in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of the CompanyIssuer, before any payment or distribution is made to the holders Holders of the Securities Subordinated Notes or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company 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 Holders of the Securities Subordinated Notes before all Senior Debt Indebtedness of the Company Issuer 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 Debt Indebtedness of the Company Issuer or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt Indebtedness of the Company Issuer may have been issued, as their respective interests may appear, as calculated by the CompanyIssuer, for application to the payment of all Senior Debt Indebtedness of the Company Issuer remaining unpaid to the extent necessary to pay all Senior Debt Indebtedness of the Company Issuer 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 DebtIndebtedness. For purposes of this Article 15Seventeen, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company Issuer as reorganized or readjusted, or securities of the Company Issuer or any other Person 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 15 Seventeen with respect to the Securities Subordinated Notes to the payment of all Senior Debt Indebtedness of the Company Issuer which may at the time be outstanding; provided that (i) the Senior Debt Indebtedness of the Company Issuer is assumed by the new Personcorporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt Indebtedness of the Company Issuer (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 Company Issuer with, or the merger of the Company Issuer into, another Person or the liquidation or dissolution of the Company Issuer following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person 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 15.02 1702 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 Eight hereof.

Payments to Holders. In No payment or distribution shall be made with respect to the event principal of, interest on or any Redemption Price for the Notes, except for payments and during distributions made by the continuation Trustee as permitted by the first or second paragraph of any Section 5.05, if: (a) (i) a default in the payment of principal, premium (if any)premium, interest or any other payment due on any obligations constituting Senior Debt Indebtedness occurs and is continuing (or, in the case of the Company continuing Senior Indebtedness for which there is a period of grace, such a default occurs and continues beyond the period of grace, if any, grace specified in the instrument or lease evidencing such Senior Debt of the Company, thenIndebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist, and (ii) the Trustee receives a notice of such default from a Representative or the Company; or (b) (i) a default under any Designated Senior Indebtedness (other than a default described in clause (a) above) occurs and is continuing, if the effect of such default is to permit holders of such Designated Senior Indebtedness to accelerate its maturity, and (ii) the Trustee receives a notice of such default from a Representative or the Company (a “Payment Blockage Notice”). Upon the Trustee’s receipt of a Payment Blockage Notice, no payment subsequent Payment Blockage Notice shall be made by effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the Company with respect to initial effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal of or of, interest on and any Redemption Price for the Securities from monies deposited with Notes that have come due have been paid in full in cash. No default described in clause (b) above that existed or was continuing on the Trustee pursuant thereto prior date of delivery of any Payment Blockage Notice 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 Notes upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the happening case of a default described in clause (b) above, the 180th day after receipt of the corresponding Payment Blockage Notice, unless the maturity of such defaultDesignated Senior Indebtedness has been accelerated or this Article otherwise prohibits such payment or distribution at the time thereof. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securitiesNotes, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt of the Company 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) of or interest on the Securities Notes (except payments made pursuant to Article 4 hereof V of the Base Indenture from monies deposited with the Trustee pursuant thereto prior to the occurrence commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securitiesNotes, to which the holders of the Securities Holders or the Trustee would be entitled, except for the provisions provision of this Article 15Article, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Securities Holders or by the Trustee under this the Indenture if received by them or it, directly to the holders of Senior Debt of the Company Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt of the Company Indebtedness held by such holders, or as calculated otherwise required by the Companylaw or a court order) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt of the Company may have been issuedRepresentative, as their respective interests may appear, to the extent necessary to pay all Senior Debt of the Company 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 Debt of the CompanyIndebtedness, before any payment or distribution or provision therefor is made to the holders of the Securities Holders or to the Trustee. In the event that, notwithstanding the foregoing, any payment Whenever a distribution is to be made or distribution of assets of the 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 Debt of the Company 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 a notice given to the holders of Senior Debt of Indebtedness, the Company or distribution may be made and the notice given to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt of the Company may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt of the Company remaining unpaid to the extent necessary to pay all Senior Debt of the Company 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 DebtRepresentative. For purposes of this Article 15Article, the words, “cash, property or securitiesNotes” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities Notes of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 15 with respect to the Securities Notes to the payment of all Senior Debt of the Company Indebtedness which may at the time be outstanding; provided that (i) the Senior Debt of the Company Indebtedness is assumed by the new Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt of the Company Indebtedness (other than leases) and of leases which are not assumed by the Company or the new Person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person Person, or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 8 VIII of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereofVIII of the Base Indenture. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder in respect of the principal of or interest on the Notes (including, but not limited to, the Redemption Price with respect to the Notes called for redemption in accordance with Section 3.02(g)), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of the Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Representative to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or Notes (including by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, 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, as their respective interests may appear, as calculated by the Company and directed by the Company pursuant to a Company Order, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607 of the Base Indenture. This Section shall be subject to the further provisions of Section 5.05. For the avoidance of doubt, such payments are not subordinated to the Company’s Senior Indebtedness.