Common use of Payments to Noteholders Clause in Contracts

Payments to Noteholders. In the event and during the continuation of any default in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Issuer continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the Issuer, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Issuer with respect to the principal of, or premium, if any, or interest on the Notes. Upon any payment by the Issuer, or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the 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 (and premium, if any) or interest on the Notes (except payments made pursuant to Article 11 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Issuer, or distribution of assets of the Issuer of and kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article 15, shall (except as aforesaid) be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Issuer held by such holders, as calculated by the Issuer) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the 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 Indebtedness of the Issuer, before any payment or distribution is made to the Holders of the Notes or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Indebtedness of the 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 Indebtedness of the Issuer or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment of all Senior Indebtedness of the Issuer remaining unpaid to the extent necessary to pay all Senior Indebtedness of the 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 Indebtedness. For purposes of this Article 15, the words, “cash, property or securities” shall not be deemed to include partnership interests 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 15 with respect to the Notes to the payment of all Senior Indebtedness of the Issuer which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Issuer is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the 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 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 10 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10 hereof. Nothing in this Section 15.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06.

Payments to Noteholders. In the event and during the continuation of any default in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Issuer continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the IssuerIndebtedness, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Issuer Company with respect to the principal ofamount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price or premiuminterest, if any, or interest on in respect of the Notes, except payments made pursuant to Article Thirteen hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such default. Upon any payment by the IssuerCompany, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the IssuerCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the 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 (and premiumamount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price or interest, if any) or interest on , in respect of the Notes (except payments made pursuant to Article 11 Thirteen hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization any payment by the IssuerCompany, or distribution of assets of the Issuer Company of and any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article 15Four, shall (except as aforesaid) be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Issuer held by such holders, as calculated by the IssuerCompany) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Issuer in full, in money or money’s 's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the IssuerIndebtedness, before any payment or distribution is made to the Holders holders of the Notes or to the Trustee. In the event thatIf, notwithstanding the foregoing, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders holders of the Notes before all Senior Indebtedness of the 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 Indebtedness of the Issuer or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, as calculated by the IssuerCompany, for application to the payment of all Senior Indebtedness of the Issuer remaining unpaid to the extent necessary to pay all Senior Indebtedness of the 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 Indebtedness. For purposes of this Article 15Four, the words, “"cash, property or securities” " shall not be deemed to include partnership interests shares of stock of the Issuer Company as reorganized or readjusted, or securities of the Issuer Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 15 Four with respect to the Notes to the payment of all Senior Indebtedness of the Issuer which may at the time be outstanding; provided PROVIDED that (i) the Senior Indebtedness of the Issuer is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the 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 Issuer Company with, or the merger of the Issuer Company into, another corporation or the liquidation or dissolution of the Issuer Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 Twelve hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 4.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10 Twelve hereof. Nothing in this Section 15.02 4.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06.8.06. 42

Payments to Noteholders. In the event and during the continuation of any default in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness (or, in the case of Senior Indebtedness for which there is a period of grace, in the Issuer continuing event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the IssuerIndebtedness), then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Issuer Company with respect to the principal of, or premium, if any, or interest on the Notes (including, but not limited to, the redemption price or repurchase price with respect to the Notes to be redeemed or repurchased, as provided in this Indenture) except payments made pursuant to Article XIII from monies deposited with the Trustee pursuant thereto prior to the happening of such default. In the event (i) any event of default with respect to any Senior Indebtedness shall have occurred and be continuing which permits the holders of such Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, upon written notice thereof to the Company and the Trustee by any holders of Senior Indebtedness to which such event of default relates (or a trustee or other representative on behalf of the holders thereof) (a "Senior Default Notice"), unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (ii) any judicial proceeding shall be pending with respect to any such event of default, then no payment shall be made by the Company, directly or indirectly, with respect to principal of, premium, if any, or interest on the Notes, provided, however, that clause (i) of this paragraph shall not prevent the making of any such payment for more than 179 days after a Senior Default Notice shall have been received by the Trustee unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety, in which case no such payment may be made until such acceleration has been rescinded or annulled or such Senior Indebtedness has been paid in full. Notwithstanding the foregoing, no event of default which existed or was continuing on the date of any Senior Default Notice shall be made the basis for the giving of a second Senior Default Notice; and, provided, further, that only one such Senior Default Notice may be given during any period of 360 consecutive days, regardless of the number of defaults with respect to Senior Indebtedness during such 360-day period. Notwithstanding the foregoing, the Company may make and the Trustee may receive and shall apply any payment in respect of the Notes (for principal, and premium, if any, or interest) if such payment was made prior to the occurrence of any of the contingencies specified in clauses (i) and (ii) above. In addition, nothing in this paragraph shall prevent the Company from making or the Trustee from receiving or applying any Upon any payment by the IssuerCompany, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the IssuerCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the 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 (and premium, if any) or interest on the Notes (except payments made pursuant to Article 11 hereof XIII from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganizationreorganization or bankruptcy, insolvency, receivership or other such proceedings); and upon any such dissolution or winding-up or liquidation or reorganization or bankruptcy, insolvency, receivership or other such proceedings, any payment by the IssuerCompany, or distribution of assets of the Issuer Company of and any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions provision of this Article 15IV, shall (except as aforesaid) be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by the Holders holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Issuer held by such holders, or as calculated otherwise required by the Issuerlaw or a court order) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Issuer in full, in money or money’s worth, full after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the IssuerIndebtedness, before any payment or distribution is made to the Holders holders of the Notes or to the TrusteeTrustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee under this Indenture or the Holders by any holders of the Notes before all Senior Indebtedness of the 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 by the recipient or recipients in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Indebtedness of the Issuer or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, as calculated by the IssuerCompany, for application to the payment of all Senior Indebtedness of the Issuer remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Issuer in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution (or provision therefor) to or for the holders of such Senior Indebtedness. For purposes of this Article 15, the words, “cash, property or securities” shall not be deemed to include partnership interests 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 15 with respect to the Notes to the payment of all Senior Indebtedness of the Issuer which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Issuer is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the 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 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 10 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10 hereof. Nothing in this Section 15.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06.

Payments to Noteholders. In the event and during that a Bankruptcy Default occurs, then the continuation holders of Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt (including any interest accruing thereon after the commencement of any default in the payment of principalsuch case or proceeding), premium, interest or any other payment due on any Senior Indebtedness of the Issuer continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the Issuer, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment provision shall be made by the Issuer with respect for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Noteholders are entitled to receive any payment on account of principal of, or premium, if any, of or interest on the Subordinated Notes. Upon , and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment by the Issuer, or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon including any dissolution such payment of distribution which may be payable or winding-up or liquidation or reorganization deliverable by reason of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or payment of any other proceedings, all amounts due or to become due upon all Senior Indebtedness indebtedness of the Issuer shall first be paid in full, or being subordinated to the payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal (and premiumSubordinated Notes, if any) which may be payable or interest on deliverable in respect of the Subordinated Notes (except payments made pursuant to Article 11 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization); and upon in any such case, proceeding, dissolution or winding-other winding up or liquidation or reorganization any payment by the Issuer, or distribution of assets of the Issuer of and kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article 15, shall (except as aforesaid) be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Issuer held by such holders, as calculated by the Issuer) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the 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 Indebtedness of the Issuer, before any payment or distribution is made to the Holders of the Notes or to the Trusteeevent. In the event that, notwithstanding the foregoingforegoing provisions of this Section, the Trustee or the Noteholder shall have received any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, prohibited including any such payment or distribution which may be payable or deliverable by the foregoing, shall be received by the Trustee or the Holders reason of the Notes payment of any other indebtedness of the Issuer being subordinated to the payment of the Subordinated Notes, before all Senior Indebtedness of the Issuer Debt is paid in fullfull or payment thereof provided for, and if such fact shall, at or provision is made for prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, than and in money in accordance with its terms, such event such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered forthwith to the holders trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person ma king payment or distribution of Senior Indebtedness assets of the Issuer or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment of all Senior Indebtedness of the Issuer Debt remaining unpaid unpaid, to the extent necessary to pay all Senior Indebtedness of the Issuer Debt in full in money in accordance with its termsfull, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. For purposes of this Article 15only, the words, words “cash, property or securities” shall not be deemed to include partnership interests shares of stock of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation or other entity provided for by a plan of reorganization or readjustment, the readjustment which are subordinated in right of payment of which is subordinated at least to the extent provided in this Article 15 with respect to the Notes to the payment of all Senior Indebtedness of the Issuer Debt which may at the time be outstanding; provided that (i) outstanding to substantially the Senior Indebtedness of same extent as, or to a greater extent than, the Issuer is assumed by Subordinated Notes are pursuant to the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the Issuer (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such reorganization or readjustmentprovisions in this Article. The consolidation of the Issuer with, or the merger of the Issuer into, another corporation legal entity 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 10 hereof legal entity shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume all obligations contracted by the Issuer in connection with the conditions stated in Article 10 hereof. Nothing in this Section 15.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06Subordinated Notes.

Payments to Noteholders. In the event and during the ----------------------- continuation of any default in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness (or, in the case of Senior Indebtedness for which there is a period of grace, in the Issuer continuing event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the IssuerIndebtedness), then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Issuer Company with respect to the principal of, or premium, if any, or interest on the NotesNotes (including, but not limited to, the redemption price or repurchase price with respect to the Notes to be redeemed or repurchased, as provided in this Indenture) except payments made pursuant to Article XIII from monies deposited with the Trustee pursuant thereto prior to the happening of such default. Upon any payment by the IssuerCompany, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the IssuerCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the 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 (and premium, if any) or interest on the Notes (except payments made pursuant to Article 11 hereof XIII from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganizationreorganization or bankruptcy, insolvency, receivership or other such proceedings); and upon any such dissolution or winding-up or liquidation or reorganization or bankruptcy, insolvency, receivership or other such proceedings, any payment by the IssuerCompany, or distribution of assets of the Issuer Company of and any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions of this Article 15IV, shall (except as aforesaid) be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by the Holders holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Issuer held by such holders, or as calculated otherwise required by the Issuerlaw or a court order) or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Issuer in full, in money or money’s worth, full after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the IssuerIndebtedness, before any payment or distribution is made to the Holders holders of the Notes or to the TrusteeTrustee under this Indenture. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (including, without limitation, by way of set-off or otherwise), prohibited by the foregoing, shall be received by the Trustee under this Indenture or the Holders by any holders of the Notes before all Senior Indebtedness of the 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 by the recipient or recipients in trust for the benefit of of, and shall be paid over or delivered to to, the holders of Senior Indebtedness of the Issuer or their respective representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, as calculated by the IssuerCompany, for application to the payment of all Senior Indebtedness of the Issuer remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Issuer in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution (or provision therefor) to or for the holders of such Senior Indebtedness. For purposes of this Article 15, the words, “cash, property or securities” shall not be deemed to include partnership interests 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 15 with respect to the Notes to the payment of all Senior Indebtedness of the Issuer which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Issuer is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the 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 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 10 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10 hereof. Nothing in this Section 15.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06.

Payments to Noteholders. In the event and during that a Bankruptcy Default occurs, then the continuation holders of the Guarantor's Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all the Guarantor's Senior Debt (including any interest accruing thereon after the commencement of any default in the payment of principalsuch case or proceeding), premium, interest or any other payment due on any Senior Indebtedness of the Issuer continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the Issuer, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment provision shall be made by the Issuer with respect for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the principal ofholders of the Guarantor's Senior Debt, or premium, if any, or interest on before the Notes. Upon Noteholders are entitled to receive any payment by under the IssuerGuarantee, and to that end the holders of the Guarantor's Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, including any such payment of distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Guarantor being subordinated to creditors upon the payment under the Guarantee, which may be payable or deliverable in respect of the Guarantee in any such case, proceeding, dissolution or winding-other winding up event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or liquidation or reorganization of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the Issuer Noteholder shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before have received any payment is made on account of the principal (and premium, if any) or interest on the Notes (except payments made pursuant to Article 11 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Issuer, or distribution of assets of the Issuer Guarantor of and any kind or character, whether in cash, property or securities, to including any such payment or distribution which the holders may be payable or deliverable by reason of the Notes payment of any other indebtedness of the Guarantor being subordinated to the payment under the Guarantee, before all the Guarantor's Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee would be entitledor, except for as the provisions of this Article 15case may be, such Holder, than and in such event such payment or distribution shall (except as aforesaid) be paid by over or delivered forthwith to the Issuer or by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution, or by the Holders distribution of assets of the Notes or by the Trustee under this Indenture if received by them or it, directly Guarantor for application to the holders payment of all the Guarantor's Senior Indebtedness of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Issuer held by such holders, as calculated by the Issuer) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appearDebt remaining unpaid, to the extent necessary to pay all the Guarantor's Senior Indebtedness of the Issuer Debt in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of the Guarantor's Senior Indebtedness of the Issuer, before any payment or distribution is made to the Holders of the Notes or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Indebtedness of the 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 Indebtedness of the Issuer or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment of all Senior Indebtedness of the Issuer remaining unpaid to the extent necessary to pay all Senior Indebtedness of the 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 IndebtednessDebt. For purposes of this Article 15only, the words, “words "cash, property or securities” " shall not be deemed to include partnership interests shares of stock of the Issuer Guarantor as reorganized or readjusted, or securities of the Issuer Guarantor or any other corporation or other entity provided for by a plan of reorganization or readjustment, readjustment which are subordinated in right of payment to all the payment of which is subordinated at least to the extent provided in this Article 15 with respect to the Notes to the payment of all Guarantor's Senior Indebtedness of the Issuer Debt which may at the time be outstanding; provided that (i) outstanding to substantially the Senior Indebtedness of same extent as, or to a greater extent than, under the Issuer is assumed by Guarantee are pursuant to the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the Issuer (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such reorganization or readjustmentprovisions in this Article. The consolidation of the Issuer Guarantor with, or the merger of the Issuer Guarantor into, another corporation legal entity or the liquidation or dissolution of the Issuer Guarantor 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 10 hereof legal entity shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with assume all obligations contracted by the conditions stated in Article 10 hereof. Nothing in this Section 15.02 shall apply to claims of, or payments to, Guarantor under the Trustee under or pursuant to Section 7.06Guarantee.

Payments to Noteholders. In No direct or indirect payment shall be made on the event Guaranty by the Guarantor, if there shall have occurred and during the continuation of be continuing (a) any default in the payment of principal, premium, if any, or interest or any other payment due on any Guarantor Senior Indebtedness of the Issuer continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Guarantor Senior Indebtedness with respect to Guarantor Senior Indebtedness, or (b) any other default with respect to any Guarantor Senior Indebtedness permitting the acceleration thereof and such default is the subject of a judicial proceeding or the IssuerGuarantor receives notice of such a default from the holders of an aggregate of not less than $50,000,000 aggregate principal amount of such Guarantor Senior Indebtedness (provided, thenhowever, that in the case of Guarantor Senior Indebtedness issued pursuant to an indenture such notice may be validly given only by the trustee under such indenture), unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Issuer with respect to . Upon any acceleration of the principal of, of the Notes or premium, if any, or interest on the Notes. Upon any payment by the IssuerGuarantor, or distribution of assets of the Issuer Guarantor 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 IssuerGuarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Guarantor Senior Indebtedness of the Issuer shall first be paid in fullfull in money or money's worth, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Guarantor pursuant to the Guaranty on account of the principal of (and premium, if any) or interest on the Notes (except payments made pursuant to Article 11 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization)Notes; and upon any such dissolution or winding-up or liquidation or reorganization reorganization, any payment by the IssuerGuarantor, or distribution of assets of the Issuer Guarantor of and any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, entitled pursuant to or with respect to the Guaranty except for the provisions of this Article 15XVIII, shall (except as aforesaid) be paid by the Issuer Guarantor 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 Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Guarantor Senior Indebtedness of the Issuer (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness of the Issuer held by such holders, as calculated by the IssuerGuarantor) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Guarantor Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Guarantor Senior Indebtedness of the Issuer in full, full in money or money’s 's worth, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Indebtedness of the IssuerIndebtedness, before any payment or distribution is made to the Holders holders of the Notes or to the TrusteeTrustee pursuant to the Guaranty. In the event that, notwithstanding the foregoing, any payment by or distribution of assets of the Issuer Guarantor 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 Notes before all Guarantor Senior Indebtedness of the Issuer is paid in fullfull in money or money's worth, or provision is made for such payment payment, and if such fact shall then have been made known to a Responsible Officer of the Trustee or, as the case may be, such Noteholder, then and in money in accordance with its terms, such event such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Guarantor Senior Indebtedness of the Issuer or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Guarantor Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment of all Guarantor Senior Indebtedness of the Issuer remaining unpaid to the extent necessary to pay all Guarantor Senior Indebtedness of the Issuer in full in money in accordance with its termsor money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes Indebtedness (but subject to the power of a court of competent jurisdiction to make other equitable provision, which shall have been determined by such court to give effect to the rights conferred in this Article 15XVIII upon the Guarantor Senior Indebtedness and the holders thereof with respect to Notes or the holders thereof or the Trustee, the words, “cash, property or securities” shall not be deemed to include partnership interests of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a lawful 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 Notes to the payment of all Senior Indebtedness of the Issuer which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Issuer is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the Issuer (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such reorganization or readjustmentreadjustment under applicable bankruptcy law). The consolidation of the Issuer Guarantor with, or the merger of the Issuer Guarantor into, another corporation or the liquidation or dissolution of the Issuer Guarantor 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 10 Section 18.9 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 18.2 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10 Section 18.9 hereof. Nothing in this Section 15.02 shall apply The holders of Guarantor Senior Indebtedness may, at any time and from time to claims time, without the consent of or notice to the holders of the Notes, without incurring responsibility to the holders of the Notes and without impairing or releasing the obligations of the holders of the Notes hereunder to the holders of Guarantor Senior Indebtedness: (i) change the manner, place or terms of payment or change or extend the time of payment of, or payments torenew or alter, Guarantor Senior Indebtedness, or otherwise amend in any manner Guarantor Senior Indebtedness or any instrument evidencing the Trustee same or any agreement under which Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or pursuant to Section 7.06otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantor and any other Person.

Payments to Noteholders. In the event and during the continuation of any default in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Issuer continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the Issuer, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Issuer with respect to the principal of, or premium, if any, or interest on the Notes. Upon any payment by the Issuer, or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the 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 (and premium, if any) or interest on the Notes (except payments made pursuant to Article 11 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Issuer, or distribution of assets of the Issuer of and kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions of this Article 15, shall (except as aforesaid) be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Issuer held by such holders, as calculated by the Issuer) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the 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 Indebtedness of the Issuer, before any payment or distribution is made to the Holders of the Notes or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Indebtedness of the 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 Indebtedness of the Issuer or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment of all Senior Indebtedness of the Issuer remaining unpaid to the extent necessary to pay all Senior Indebtedness of the 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 Indebtedness. For purposes of this Article 15, the words, “cash, property or securities” shall not be deemed to include partnership interests 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 15 with respect to the Notes to the payment of all Senior Indebtedness of the Issuer which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Issuer is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the 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 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 10 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10 hereof. Nothing in this Section 15.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06.

Payments to Noteholders. In the event and during the continuation of any default in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness (or, in the case of Senior Indebtedness for which there is a period of grace, in the Issuer continuing event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the IssuerIndebtedness), then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Issuer Company with respect to the principal of, or premium, if any, or interest on the NotesNotes (including, but not limited to, the redemption price with respect to the Notes to be called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, as the case may be, as provided in the Indenture) except payments made pursuant to Article XIII from monies deposited with the Trustee pursuant thereto prior to the happening of such default. Upon any payment by the IssuerCompany, or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the IssuerCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the Issuer shall first be paid in fullfull in money or money's worth, or payment thereof provided for in money in accordance with its termsor money's worth, before any payment is made on account of the principal (and premium, if any) or interest on the Notes (except payments made pursuant to Article 11 hereof XIII from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the IssuerCompany, or distribution of assets of the Issuer Company of and any kind or character, whether in cash, property or securities, to which the holders of the Notes or the Trustee would be entitled, except for the provisions provision of this Article 15IV, shall (except as aforesaid) be paid by the Issuer Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Issuer (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Issuer held by such holders, or as calculated otherwise required by the Issuerlaw or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Issuer in full, in money or money’s 's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the IssuerIndebtedness, before any payment or distribution is made to the Holders holders of the Notes or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer Company of any kind or character, whether in cash, property or 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 Notes before all Senior Indebtedness of the Issuer is paid in fullfull in money or money's worth, or provision is made for such payment in money or money's worth in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness of the Issuer or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, as calculated by the IssuerCompany, for application to the payment of all Senior Indebtedness of the Issuer remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Issuer in full in money in accordance with its termsor money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 15IV, the words, “"cash, property or securities” " shall not be deemed to include partnership interests shares of stock of the Issuer Company as reorganized or readjusted, or securities of the Issuer Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 15 IV with respect to the Notes to the payment of all Senior Indebtedness of the Issuer which may at the time be outstanding; provided PROVIDED that (i) the Senior Indebtedness of the Issuer is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the Issuer (other than leases) and of leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Issuer Company with, or the merger of the Issuer Company into, another corporation or the liquidation or dissolution of the Issuer Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 hereof XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02 4.2 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10 hereofXII. Nothing in this Section 15.02 4.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.068.6. This Section 4.2 shall be subject to the further provisions of Section 4.5.