Common use of Payment Over of Proceeds Upon Dissolution, Etc Clause in Contracts

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are entitled to receive any payment on account of principal of, or interest on, the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 9.2, any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.14.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or (each such event, if any, herein sometimes referred to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest, if any, on or with respect to all such Senior IndebtednessDebt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal ofof (or premium, if any) or interest on, (including any Additional Interest) on the Notes, Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness Debt is paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if written notice of such fact shall, at or prior to the time of such payment or distribution, have been received by a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in 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 corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as the Securities are so subordinated as provided in this Article. 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 sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article Eight shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or (each such event, if any, herein sometimes referred to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest, if any, on or with respect to all such Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal ofof (or premium, if any) or interest on, (including any Additional Interest) on the Notes, Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or of character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness is paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in 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 corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. 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 sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article Eight shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative relating to the Company or to its creditors, as such, or to its assets, or (b) any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full in cash or other payment satisfactory to the holders of Senior Debt (in their sole discretion) of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Debt before the Holders of the Notes are entitled to receive any payment on account of principal ofor Accreted Value of (or premium, if any) or interest onon the Notes or on account of the purchase, redemption or other retirement of Notes (including any payment of the NotesMandatory Redemption Price or Change of Control Payment), and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with in respect to of the Notes in any such case, proceeding, receivership, dissolution, liquidation, dissolution reorganization or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 9.211.2, the Holder of any Holder Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property securities or securitiesother property, before all Senior Indebtedness Debt is paid in full or payment thereof provided forfull, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. For purposes of this Article only, the words "cash, securities or other property" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which shares of stock are subordinated in right of payment to all then outstanding Senior Debt at least to the same extent as the Notes are so subordinated as provided in this Article. 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 properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 9.1 shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.149.1.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or (each event, if any, herein sometimes referred to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness and Subordinated Debt shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Allocable Amounts of such Senior Indebtednessand Subordinated Debt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior and Subordinated Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal ofof (or premium, if any) or interest on, (including any Additional Interest) on the Notes, Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness and Subordinated Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.213.2, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Allocable Amounts of all Senior Indebtedness is and Subordinated Debt are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior and Subordinated Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Allocable Amounts of all Senior Indebtedness and Subordinated Debt remaining unpaid, to the extent necessary to pay all Allocable Amounts of all Senior Indebtedness and Subordinated Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtednessand Subordinated Debt. For purposes of this Article XIII only, the words "any payment or distribution of any kind or character, whether in 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 corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior and Subordinated Debt to substantially the same extent as the Securities are so subordinated as provided in this Article XIII. 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 sale of all or transfer substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 13.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Companydissolution, whether voluntary or involuntary and whether or not involving insolvency or bankruptcywinding up, (c) any reorganization, assignment for the benefit of creditors creditors, marshaling of assets or any bankruptcy, insolvency, receivership or debt restructuring or other marshalling of assets and liabilities of similar proceedings relative to the CompanyCompany (each such event, if any, herein sometimes referred to as a "Proceeding"), then and in any such event the holders of Senior Indebtedness and Subordinated Debt first shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all such Senior Indebtednessand Subordinated Debt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior and Subordinated Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal ofof (or premium, if any) or interest on, (including any Additional Interest) on the Notes, Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness and Subordinated Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.213.2, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness is and Subordinated Debt are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior and Subordinated Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness and Subordinated Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness and Subordinated Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtednessand Subordinated Debt. For purposes of this Article XIII only, the words "any payment or distribution of any kind or character, whether in 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 corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior and Subordinated Debt to substantially the same extent as the Securities are so subordinated as provided in this Article XIII. 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 sale of all or transfer substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 13.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, Proceeding relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness Debt and Subordinated Debt shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all such Senior IndebtednessDebt and Subordinated Debt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt and Subordinated Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal ofof (or premium, if any) or interest on, (including any Additional Interest) on the Notes, Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness Debt and Subordinated Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.213.2, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness is Debt and Subordinated Debt are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt and Subordinated Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness Debt and Subordinated Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt and Subordinated Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt and Subordinated Debt. For purposes of this Article XIII only, the words "any payment or distribution of any kind or character, whether in 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 corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt and Subordinated Debt to substantially the same extent as the Securities are so subordinated as provided in this Article XIII. 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 sale of all or transfer substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 13.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all such Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness or obligations of the Company subor- dinated to the payment of the Debentures, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal of, premium, if any, or interest on, (including any Additional Interest) on the Notes, Debentures or on account of the purchase or other acquisition of Debentures by the Company or any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Debentures in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.214.2, the Trustee or the Holder of any Holder Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all amounts due or to become due on all Senior Indebtedness is are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all amounts due or to become due on all Senior Indebtedness remaining unpaid, to the extent necessary to pay all amounts due or to become due on all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 sale of all or transfer substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 14.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In case ------------- ---------------------------------------------- of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or (each such event, if any, herein sometimes referred to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Allocable Amounts of such Senior IndebtednessDebt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal ofof (or premium, if any) or interest on, (including any Additional Interest) on the Notes, Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.213.2, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Allocable Amounts of all Senior Indebtedness is Debt are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Allocable Amounts of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Allocable Amounts of all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. For purposes of this Article XIII only, the words "any payment or distribution of any kind or character, whether in 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 corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as the Securities are so subordinated as provided in this Article XIII. 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 sale of all or transfer substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 13.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or (each such event, if any, herein sometimes referred to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companya “Proceeding”), then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest, if any, on or with respect to all such Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal ofof (or premium, if any) or interest on, (including any Additional Interest) on the Notes, Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or of character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness is paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in 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 which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. 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 sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article Eight shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are entitled to receive any payment on account of principal of, or interest on, the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 9.2, any Holder shall have received Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full to creditors upon any total or payment thereof provided forpartial liquidation, then and in such event such payment dissolution, winding up, reorganization, assignment for the benefit of creditors or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution marshaling of assets of the Company for application or in the form received a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the payment of Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Indebtedness remaining unpaidshall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for satisfaction of the holders of Senior Indebtedness. The consolidation , before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise (except that Holders of Notes may receive securities of the Company that are unsecured and subordinated at least to the same extent as the Notes to Senior Indebtedness as provided in the Indenture, do not have a maturity any shorter than the security which it is replacing and will not cause the Notes to be treated in any case or proceeding as part of the same class of claims as the Senior Indebtedness or any class of claims PARI PASSU with, or senior to, the merger of the Company into, another Person Senior Indebtedness for any payment or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 shall not be deemed a distribution). Upon any such dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors receivership or marshalling similar proceeding, any payment or distribution of assets and liabilities of the Company of 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 purposes provisions hereof, shall 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 or by the Trustee under this Indenture if received by them, directly to the holders of this Section 9.2 if Senior Indebtedness (PRO RATA to such holders on the Person formed basis of the respective amounts of Senior Indebtedness held by such consolidation holders) or into their respective Representatives, or to the trustee or trustees under any indenture pursuant to which the Company is merged or the Person which acquires by conveyance or transfer any of such properties and assets substantially as an entiretySenior Indebtedness may have been issued, as their respective interests may appear, for application to the case may bepayment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, shall, as a part distribution or provision therefor to or for the holders of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.14Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive any payment on account of principal of, premium, if any, or interest on, on the Notes, Securities and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In such event, the Company may not elect the Cash Settlement Option or the Stock Settlement Option. In the event that, notwithstanding the foregoing provisions of this Section 9.21702, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness 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 or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article only, 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 corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common ----------------- Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior IndebtednessIndebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. 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 all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling of assets and liabilities of the Company for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of such properties and assets substantially as an entiretyassets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.14Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or (each such event, if any, herein sometimes referred to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt), if any, on or with respect to all such Senior IndebtednessDebt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Debentures are entitled to receive any payment on account of principal of, or interest on, the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, retain any payment or distribution of any kind or character, whether in cash, property or securitiesDebentures (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including the Debentures) subordinated to the payment of the Debentures, but not including any payments that are made from funds on deposit pursuant to Section 4.1(a)(ii)(B) or funds on deposit for the redemption of Debentures for which notice of Redemption has been given and the applicable Redemption Date has passed, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal of (or premium, if any) or interest (including any Additional Interest) on the Debentures or on account of the purchase or other acquisition of Debentures by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof any payment or distribution of any kind of character, whether in cash, property or Debentures, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Debentures in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.2Section, the Trustee or the Holder of any Holder Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiesDebentures, including any Junior Subordinated Payment, before all Senior Indebtedness Debt is paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. For the purposes of this Article only, the words "any payment or distribution of any kind or character, whether in 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 corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as the Debentures are so subordinated as provided in this Article. 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 sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article 8 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then then, and in any such event event, the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision provisions shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive any payment on account of the redemption price or principal ofof (or premium, if any) or interest on, on the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable with respect by reason of the payment of any other indebtedness of the Company being subordinated to the Notes payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 9.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall then have been made known to the Trustee, or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.14.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Companydissolution, whether voluntary or involuntary and whether or not involving insolvency or winding up, receivership, insolvency, bankruptcy, (c) any reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors creditors, marshaling of assets, debt restructuring or any other marshalling of assets and liabilities of similar proceedings relative to the CompanyCompany (each such event, if any, herein sometimes referred to as a "Proceeding"), then and in any such event the holders of Senior Indebtedness and Subordinated Debt shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Allocable Amounts of such Senior Indebtednessand Subordinated Debt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior and Subordinated Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal ofof (or premium, if any) or interest on, (including any Additional Interest) on the Notes, Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness and Subordinated Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.213.2, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Allocable Amounts of all Senior Indebtedness is and Subordinated Debt are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior and Subordinated Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Allocable Amounts of all Senior Indebtedness and Subordinated Debt remaining unpaid, to the extent necessary to pay all Allocable Amounts of all Senior Indebtedness and Subordinated Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtednessand Subordinated Debt. For purposes of this Article XIII only, the words "any payment or distribution of any kind or character, whether in 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 corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior and Subordinated Debt to substantially the same extent as the Securities are so subordinated as provided in this Article XIII. 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 sale of all or transfer substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 13.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive (1) payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive any payment (other than Permitted Junior Securities) on account of principal ofthe Principal Amount, Issue Price, Accrued Original Issue Discount, Redemption Price, cash in respect of the Purchase Price, Trigger Event Purchase Price, contingent interest, if any, or interest oninterest, if any, in respect of the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, (2) any payment or distribution of any kind or character, whether in cash, property or securitiessecurities (other than Permitted Junior Securities), which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding winding-up or event, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, until, in each case, such Senior Indebtedness is paid in full or payment thereof is duly provided for. In the event that, notwithstanding the foregoing provisions of this Section 9.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than Permitted Junior Securities), including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness 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 or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodianCustodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Section 8.14 Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 9.2 if the Person person formed by such consolidation or into which the Company is merged or the Person person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, shall as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.14Article 5.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or (each such event, if any, herein sometimes referred to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness and Subordinated Debt shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Allocable Amounts of such Senior Indebtednessand Subordinated Debt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior and Subordinated Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal ofof (or premium, if any) or interest on, (including any Additional Interest) on the Notes, Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness and Subordinated Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.213.2, any Holder the Company shall have received made payment to the Trustee or directly to the Holder of any Security any payment or distribution of assets of the Company of any kind or character, whether such payment shall be in cash, property or securities, including any Junior Subordinated Payment, before all Allocable Amounts of all Senior Indebtedness is and Subordinated Debt are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior and Subordinated Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee by its receipt of the Notice required pursuant to Section 13.10 hereof or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Allocable Amounts of all Senior Indebtedness and Subordinated Debt remaining unpaid, to the extent necessary to pay all Allocable Amounts of all Senior Indebtedness and Subordinated Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtednessand Subordinated Debt. For purposes of this Article XIII only, the words "any payment or distribution of any kind or character, whether in 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 corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior and Subordinated Debt to substantially the same extent as the Securities are so subordinated as provided in this Article XIII. 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 sale of all or transfer substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 13.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In Subject to the rights of the Holders of the Securities pursuant to the Pledge Agreement, upon any distribution of assets of the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive (1) payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive any payment (other than Permitted Junior Securities) on account of principal ofthe Principal Amount, Issue Price, Redemption Price, cash in respect of the Purchase Price, Change in Control Purchase Price or interest oncontingent interest, if any, in respect of the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, (2) any payment or distribution of any kind or character, whether in cash, property or securitiessecurities (other than Permitted Junior Securities), which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding winding-up or event, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, until, in each case, such Senior Indebtedness is paid in full or payment thereof is duly provided for. In the event that, notwithstanding the foregoing provisions of this Section 9.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (other than Permitted Junior Securities and except, in each case, for payments made from funds then held pursuant to the Pledge Agreement for the benefit of Holders of the Securities), including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness 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 or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith by the person holding such funds to the trustee in bankruptcy, receiver, liquidating trustee, custodianCustodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Section 8.14 Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 9.2 if the Person person formed by such consolidation or into which the Company is merged or the Person person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, shall as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.14Article 5.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative relating to the Company or (each such event, if any, herein sometimes referred to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companya “Company Proceeding”), then and in any such event the holders of Company Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Allocable Amounts of such Company Senior Indebtedness, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Company Senior Indebtedness, before the Holders of the Bonds are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution that may be payable or deliverable by reason of the payment of any other Indebtedness of the Company subordinated to the payment of the Bonds, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of, of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or interest on, present value payment in respect of the NotesBonds or on account of the purchase or other acquisition of Bonds by the Company or any Subsidiary of the Company, and to that end the holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment thereofof Allocable Amounts, any payment or distribution of any kind or character, whether in cash, property or securities, which including any Junior Subordinated Payment, that may be payable or deliverable with in respect to of the Notes Bonds in any such case, proceeding, liquidation, dissolution or other winding up or eventCompany Proceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.29.1(b), any the Trustee or a Holder of Bonds shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Allocable Amounts of all Company Senior Indebtedness is are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Company Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay Allocable Amounts of all Company Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness. For purposes of this Section 9.1 only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include (i) ADSs (or a corresponding number of ordinary shares of the Guarantor) delivered in accordance with the conversion provisions of the Bonds; and (ii) shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Company Senior Indebtedness to substantially the same extent as the Bonds are so subordinated as provided in this Section 9.1. 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 sale of all or transfer substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article Eight of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 9.1(b) if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance merger or transfer, sale comply with the conditions set forth in Section 8.14Article Eight of the Base Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon ----------------------------------------------- any distribution of the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding Company's assets in connection therewithwith any dissolution, relative to the Company winding up, liquidation or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up reorganization of the Company, whether voluntary or involuntary and whether or not involving involuntary, in bankruptcy, insolvency or bankruptcyreceivership proceedings (each such event, (c) any if any, herein sometimes referred to as a "Proceeding"), or upon an assignment for the benefit of creditors or otherwise: (i) all Senior Debt (including without limitation all interest accruing on or after the filing of any other marshalling of assets and liabilities of petition in bankruptcy relating to the CompanyCompany at the relevant contractual rate, then and whether or not such claim for post-petition interest is allowed in any such event the holders of Senior Indebtedness shall proceeding) must be entitled to receive payment paid in full of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, cash before the Holders of the Debentures are entitled to receive any payment on account payments or distributions of principal of, any kind or interest on, the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, character (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including the Debentures) subordinated to the payment of the Debentures), and (ii) any payment or distribution of the Company's assets of any kind or character, whether in cash, property securities or securitiesother property, which may would otherwise (but for these subordination provisions) be payable or deliverable with in respect of the Debentures shall be paid or delivered directly to the Notes holders of such Senior Debt (or their representative or trustee) in accordance with the priorities then existing among such holders until all Senior Debt shall have been paid in full in cash before any such case, proceeding, liquidation, dissolution payment or other winding up or eventdistribution is made to the Holders of the Debentures. In the event that, that notwithstanding the foregoing subordination provisions of this Section 9.2set forth herein, any Holder shall have received any payment or distribution of assets of any kind or character is made on the Company Debentures at a time when the respective payment is not permitted to be made as a result of the subordination provisions described above and before all Senior Debt is paid in full in cash, the Trustee or the Holders of the Debentures receiving such payment will be required to pay over such payment or distribution to the holders of such Senior Debt. For the purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution " shall not be held in trust by such recipient and shall be paid over or delivered forthwith deemed to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution include shares of assets stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for application by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the form received to same extent as the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debentures are so subordinated as provided in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtednessthis Article. 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 sale of all or transfer substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article 8 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceedingproceeding or other similar case or proceeding under any Federal or state bankruptcy or similar law, or any receivership, liquidation, arrangement, relief, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution dissolution, reorganization, compromise, arrangement, adjustment, protection, composition, relief or other winding-winding up of the CompanyCompany or its debts, whether voluntary or involuntary and whether or not involving any insolvency or bankruptcybankruptcy or any case or proceeding of any kind, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then then, and in any each such event event, the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are Company may make, and before any Holder of Securities is entitled to receive or retain, any payment or distribution of any kind or character (whether in cash, property or securities) on account of principal of, or interest on, the NotesSecurities, and to that end the Holders of Securities agree to promptly pay over, or cause to be paid over, to the holders of Senior Indebtedness shall be entitled (pro rata to receive, for application to each such holder on the payment thereof, basis of the respective amounts of such Senior Indebtedness held by such holder) any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 9.2, any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all or prepay in full the Senior Indebtedness Indebtedness. Each Holder of Securities shall duly and promptly take such action as is reasonably necessary to file appropriate claims or proofs of claims in fullany such proceedings referred to in this Section 9.02 and to execute and deliver such other instruments and take such other actions as may be reasonably necessary to prove or realize upon such claims and to have the proceeds of such claims paid as provided in this Section 9.02, after giving effect and, in the event any Holder of Securities shall not have made any such filing on or prior to the date 30 days before the expiration of the time for such filing or shall not have timely executed or delivered any concurrent payment or distribution to or for such other instruments and taken such other actions, the holders of not less than 25% of any series of Senior Indebtedness. The consolidation of , acting through a trustee, agent or otherwise, are hereby irrevocably authorized and empowered (but shall have no obligation) to, as the Company with, or agent and attorney-in-fact for such holder for the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties specific and assets substantially as an entirety to another Person upon the terms and conditions limited purpose set forth in Section 8.14 shall not be deemed a dissolutionthis paragraph, winding-upfile such proof of claim for or on behalf of such holder, liquidationexecute and deliver such other instrument for or on behalf of such holder and take such other action necessary under applicable law to collect any amounts due in respect of such claim in such proceeding. Anything contained in this paragraph notwithstanding, reorganization, assignment for the benefit right to vote any claim or claims in respect of creditors or marshalling of assets and liabilities of the Company for the purposes of any Securities in connection with any proceedings referred to in this Section 9.2 if 9.02 is exclusively reserved to the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part holder of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.14Securities.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are entitled to receive any payment on account of principal of, or interest on, the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property property, or securities, which may be payable to creditors upon any total or deliverable with respect partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Notes Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents (including interest after the commencement of any bankruptcy or other like proceeding at the rate specified in the applicable Senior Debt, whether or not such interest is an allowed claim in any such caseproceeding), proceedingbefore any payment or distribution of any kind or character is made on account of any Obligations on, or with respect to, the Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, dissolution reorganization, receivership or other winding up or event. In the event thatsimilar proceeding, notwithstanding the foregoing provisions of this Section 9.2, any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full to which the Holders of the Notes or payment thereof provided forthe Trustee under this Indenture would be entitled, then and in such event such payment or distribution shall be held in trust by such recipient and except for the provisions hereof, shall be paid over by the Company or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of assets Senior Debt (PRO RATA to such holders on the basis of the Company respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application in the form received to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in full, full in cash or Cash Equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefore to or for the holders of Senior Indebtedness. 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 properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.14Debt.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of the Loan Parties or any Loan Party in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Loan Party or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Companyany Loan Party, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companyany Loan Party, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive indefeasible payment in full of all amounts due or to become due (whether or not an event of default has occurred thereunder or the maturity of such Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, Debt before the Holders holders of the [subordinated Indebtedness] are entitled to receive any payment on account of principal of, interest on or interest on, otherwise in respect of the Notes[subordinated Indebtedness], and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable with respect by reason of the payment of any other Indebtedness of the Loan Parties being subordinated to the Notes payment of the [subordinated Indebtedness], which may be payable or deliverable in respect of the [subordinated Indebtedness] in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event thatIf, notwithstanding the foregoing provisions of this Section 9.22 of this Exhibit 1.1(P)(3), the holder of any Holder [subordinated Indebtedness] shall have received any payment or distribution of assets of the Company any Loan Party of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Loan Parties being subordinated to the payment of the [subordinated Indebtedness] before all Senior Indebtedness Debt is indefeasibly paid in full or payment thereof provided forfull, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company Loan Parties or any Loan Party, as the case may be, for application in the form received to the payment of all Senior Indebtedness Debt remaining unpaid, unpaid to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 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 properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.14.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders are entitled to receive any payment on account of principal of, or interest on, the Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable with respect to the Notes in any such case, proceeding, liquidation, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 9.2, any Holder shall have received Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), before 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 Senior Indebtedness is will first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders will be entitled to receive any payment thereof provided forby the Company of the principal of or interest on the Securities, then and in such event such or any payment by the Company to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution shall of Permitted Junior Securities). Before any payment may be held made by, or on behalf of, the Company of the principal of, or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in trust cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, will be made by such recipient and shall be paid over the Company or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating liquidation trustee, custodian, assignee, agent or other Person making such payment or distribution of assets distribution, directly to the holders of the Company for application in Senior Indebtedness (PRO RATA to such holders on the form received basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the payment trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of all such Senior Indebtedness remaining unpaidmay have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full, full in cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. 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 properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.14.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, dissolution, winding up, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or Corporation (each such event, if any, herein sometimes referred to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness of the Corporation shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Allocable Amounts of such Senior Indebtedness, or provision shall be made for such payment in money cash or money's worth, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness of the Corporation before the Holders of the Series A Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Corporation (including any Series A Securities), subordinated to the payment of the Series A Securities, such payment or distribution being hereinafter referred to as a "Subordinated Payment"), on account of principal ofof (or premium, if any) or interest on, (including any Additional Interest) on the Notes, Series A Securities or on account of the purchase or other acquisition of Series A Securities by the Corporation and to that end the holders of Senior Indebtedness of the Corporation shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Series A Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.23.2, the Trustee or the Holder of any Holder Series A Security shall have received any payment or distribution of assets of the Company Corporation of any kind or character, whether in cash, property or securities, including any Subordinated Payment, before all Allocable Amounts of all Senior Indebtedness is of the Corporation are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness of the Corporation, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Corporation for application in the form received to the payment of all Allocable Amounts of all Senior Indebtedness of the Corporation remaining unpaid, to the extent necessary to pay all Allocable Amounts of all Senior Indebtedness of the Corporation in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessIndebtedness of the Corporation. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Corporation, as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness of the Corporation to substantially the same extent as the Series A Securities are so subordinated as provided in this Article. The consolidation of the Company Corporation with, or the merger of the Company Corporation into, another Person or the liquidation or dissolution of the Company Corporation following the conveyance sale of all or transfer substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 2.17 hereof and the Subordinated Indenture shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company Corporation is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.142.17 hereof and the Subordinated Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then then, and in any such event event, the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision provisions shall be made for such payment in money or money's worth, before the Holders of the Securities are entitled to receive any payment on account of the redemption price or principal ofof (or premium, if any) or interest on, on the NotesSecurities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable with respect by reason of the payment of any other indebtedness of the Company being subordinated to the Notes payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section 9.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall then have been made known to the Trustee, or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, 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 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 with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided, however, that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness 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 properties and assets property as an entirety, or substantially as an entirety entirety, to another Person upon the terms and conditions set forth provided in Section 8.14 Article Eight shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of the Company reorganization for the purposes of this Section 9.2 if the such other Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Section 8.14Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or (each such event, if any, herein sometimes referred to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness and Subordinated Debt shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Allocable Amounts of such Senior Indebtednessand Subordinated Debt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior and Subordinated Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal ofof (or premium, if any) or interest on, (including any Additional Interest) on the Notes, Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness and Subordinated Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Securities in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions of this Section 9.213.2, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Allocable Amounts of all Senior Indebtedness is and Subordinated Debt are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior and Subordinated Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Allocable Amounts of all Senior Indebtedness and Subordinated Debt remaining unpaid, to the extent necessary to pay all Allocable Amounts of all Senior Indebtedness and Subordinated Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtednessand Subordinated Debt. For purposes of this Article XIII only, the words "any payment or distribution of any kind or character, whether in 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 corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior and Subordinated Debt to substantially the same extent as the Securities are so -77- subordinated as provided in this Article XIII. 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 sale of all or transfer substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 13.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. In the ---------------------------------------------- event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewithproceeding, relative to the Company or other Obligor or to its creditors, as such, or to a substantial part of its assets, or (b) any proceeding for the liquidation, dissolution or other winding-winding up of the CompanyCompany or any other Obligor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the CompanyCompany or any other Obligor, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or with in respect to of all Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Convertible Notes are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities, on account of principal ofof or premium, if any, or interest on(including Special Interest, if any) on the NotesConvertible Notes and on account of any amounts due in respect of any Convertible Notes and any payment thereon made or to be made by a Guarantor under its Convertible Note Guarantee, and to that end until the Senior Indebtedness is paid in full the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable with respect by reason of the payment of any other indebtedness of the Company or any other Obligor being subordinated to the payment of the Convertible Notes or the Convertible Note Guarantees, as applicable, which may be payable or deliverable in respect of the Convertible Notes or the Convertible Note Guarantees, as applicable, in any such case, proceeding, liquidationdissolution, dissolution liquidation or other winding up up, assignment for the benefit of creditors or eventother marshalling of assets and liabilities of the Company or any other Obligor. In the event that, notwithstanding the foregoing provisions of this Section 9.2Section, the Trustee or the Holder of any Holder Convertible Note shall have received any payment or distribution of assets of the Company or any other Obligor of any kind or character, whether in cash, property or securities, prohibited by the foregoing, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company or of a Guarantor being subordinated to the payment of the Convertible Notes or a Convertible Note Guarantee, as applicable, before all Senior Indebtedness 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 a Trust Officer of the Trustee in writing or such Holder, as the case may be, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company or any other Guarantor for application in the form received to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include securities of the Company or any other Guarantor or other Person as reorganized or readjusted, or securities of the Company or any other Guarantor or any other Person which are Capital Stock or subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Convertible Notes or the Convertible Note Guarantees are so subordinated as provided in this Article. 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 properties Properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Section 8.14 Article V shall not be deemed a dissolution, winding-winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.14Article V. Similarly, the consolidation of a Guarantor with, or the merger of a Guarantor into, another Person or the liquidation or dissolution of a Guarantor to the extent permitted by this Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of a Guarantor for the purposes of this Section.

Payment Over of Proceeds Upon Dissolution, Etc. (i) In the event of (aA) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (bB) any liquidation, dissolution or other winding-winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (cC) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of the Company, then and in any such event specified in clause (A), (B) or (C) above (each such event, if any, herein sometimes referred to as a “Proceeding”) the holders of Senior Indebtedness shall be entitled to receive or retain payment in full in cash or moneys’ worth of all amounts due or to become due on or with in respect to of all Senior IndebtednessIndebtedness (including any interest accruing on or after the filing of any Proceeding relating to the Company, whether or provision shall be made for not allowed in such payment in money or money's worthProceeding), before the Holders are Investor is entitled to receive any payment Note Payments of any kind or character, whether in cash, property or securities, on account of principal of, of or interest on, on or other obligations in respect of the NotesNote, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, Note Payment which may be payable or deliverable with in respect to of the Notes Note in any such case, proceeding, liquidation, dissolution or other winding up or eventProceeding. In the event that, notwithstanding the foregoing provisions The holders of this Section 9.2, any Holder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness are hereby authorized to file an appropriate claim for and on behalf of Investor if such Investor does not file, and there is paid in full not otherwise filed on behalf of Investor, a proper claim or payment thereof provided for, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution proof of assets of the Company for application claim in the form received required in any such proceeding prior to 30 days before the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation expiration of the Company with, time to file such claim or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Section 8.14claims.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company or (each such event, if any, herein sometimes referred to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Companya "Proceeding"), then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or with respect to all Allocable Amounts of such Senior IndebtednessDebt, or provision shall be made for such payment in money cash or money's worthcash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of principal ofof (or premium, if any) or interest on, (including any Additional Interest) on the Notes, Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable with in respect to of the Notes Securities in any such caseProceeding; provided, proceedinghowever, liquidation, dissolution that holders of Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders woud be required by the subordination provisions of such Senior Debt to pay such amounts over to the obligees on trade accounts payable or other winding up or eventliabilities arising in the ordinary course of the Company's business. In the event that, notwithstanding the foregoing provisions of this Section 9.2Section, the Trustee or the Holder of any Holder Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Allocable Amounts of all Senior Indebtedness is Debt are paid in full or payment thereof is provided forfor in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all Allocable Amounts of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Allocable Amounts of all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt; provided, however, that holders of Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Senior Debt to pay such amounts over to the obligees on trade accounts payable or other liabilities arising in the ordinary course of the Company's business. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in 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 corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as the Securities are so subordinated as provided in this Article. 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 sale of all or transfer substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 8.14 Article VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company Proceeding for the purposes of this Section 9.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, sale comply with the conditions set forth in Section 8.14Article VIII.