Common use of Liquidation; Dissolution; Bankruptcy Clause in Contracts

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt before Securityholders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and (2) until the Designated Senior Debt of any Subsidiary Guarantor is paid in full in cash, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI shall be made to holders of the Designated Senior Debt as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any a Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or and its propertyproperties: (1a) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders Holders shall be entitled to receive any payment pursuant to any Guaranteed Obligations of from such Subsidiary Guarantor; and (2b) until the Designated Senior Debt Indebtedness of any such Subsidiary Guarantor is paid in full in cashfull, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Holders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their respective interests may appear, except that all Securityholders Holders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuarantees.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of such Senior Indebtedness in cash of such Designated Senior Debt or Temporary Cash Investments before Securityholders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cashcash or Temporary Cash Investments, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 3 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness, and to any debt securities received by holders of Senior Indebtedness, of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders Holders shall be entitled to receive any payment pursuant to any Obligations the Subsidiary Guaranty of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cash, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Holders would be entitled but for this Article XI 11 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders Holders may receive and retain shares of stock and any debt securities Notes of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuaranty.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any a Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders Noteholders shall be entitled to receive any payment pursuant to any Guaranteed Obligations of from such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any such Subsidiary Guarantor is paid in full in cashfull, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Noteholders would be entitled but for this Article XI 18 shall be made to holders of the Designated such Senior Debt Indebtedness as their respective interests may appear, except that all Securityholders Noteholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuarantees.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cashfull, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any ------------------------------------- payment or distribution of the assets of any a Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or and its propertyproperties: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment pursuant to any Guaranteed Obligations of from such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any such Subsidiary Guarantor is paid in full in cashfull, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their respective interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuarantees.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of such Senior Indebtedness in cash of such Designated Senior Debt or cash equivalents before Securityholders shall be entitled to receive any payment pursuant to any Obligations the Subsidiary Guarantee of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any such Subsidiary Guarantor is paid in full in cashcash or cash equivalents, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness, and to any debt securities received by holders of Senior Indebtedness, of such Subsidiary Guarantor to at least the same extent as the Obligations Subsidiary Guarantee of such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets or securities of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such any Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such any Subsidiary Guarantor or its propertyproperties: (1) holders of Designated Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents of all Guarantor Senior Indebtedness of such Designated Subsidiary Guarantor (including interest accruing after, or which would accrue but for, the commencement of any proceeding at the rate specified in the applicable Guarantor Senior Debt Indebtedness, whether or not a claim for such interest would be allowed) before Securityholders shall be entitled to receive any payment pursuant of principal of or interest on or other amounts with respect to the Subsidiary Guarantees from any Obligations of such Subsidiary Guarantor; and (2) until the Designated Guarantor Senior Debt Indebtedness of any such Subsidiary Guarantor is paid in full in cashcash or Cash Equivalents, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI XII shall be made to holders of the Designated Guarantor Senior Debt as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor, as their respective interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property:, (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment pursuant to any Obligations the Subsidiary Guaranty of such Subsidiary Guarantor; and; (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cash, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations Subsidiary Guaranty; (3) if a distribution is made to Securityholders that, due to the provisions of this Article 12, should not have been made to them, then the Securityholders shall hold such Subsidiary Guarantor are subordinated distribution in trust for holders of the Senior Indebtedness and pay such distribution to Designated Senior Debt of such Subsidiary Guarantorholders as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment pursuant to any Obligations the Subsidiary Guarantee of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cash, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuarantee.

Liquidation; Dissolution; Bankruptcy. Upon any payment ------------------------------------ or distribution of the assets of any a Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or and its propertyproperties: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment pursuant to any Guaranteed Obligations of from such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any such Subsidiary Guarantor is paid in full in cashfull, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their respective interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuarantees.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Parent or any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of Parent or such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Parent or such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of Parent or such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment pursuant to any Obligations the Parent Guaranty of Parent or the Subsidiary Guaranty of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of Parent or any Subsidiary Guarantor is paid in full in cashfull, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of Parent or such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of Parent Guaranty or such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuaranty.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any 107 116 payment pursuant to any Obligations the Subsidiary Guaranty of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cash, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 14 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock Capital Stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuaranty.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt before Securityholders Holders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and (2) until the Designated Senior Debt of any Subsidiary Guarantor is paid in full in cash, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Holders would be entitled but for this Article XI Fifteen shall be made to holders of the Designated Senior Debt as their interests may appear, except that all Securityholders Holders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt of such 92 Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders holders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cashfull, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Holders would be entitled but for this Article XI XV shall be made to holders of the Designated Senior Debt as their interests may appear, except that all Securityholders Holders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment ------------------------------------ or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt of such Subsidiary Guarantor Guarantor's Senior Indebtedness shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment pursuant with respect to any Obligations of such the Subsidiary GuarantorGuarantee; and (2) until the Designated such Subsidiary Guarantor's Senior Debt of any Subsidiary Guarantor Indebtedness is paid in full in cashfull, any distribution made by or on behalf of such payment with respect to the Subsidiary Guarantor Guarantee to which Securityholders would be entitled but for this Article XI XII shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock Capital Stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt of such Subsidiary Guarantor Guarantor's Senior Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuarantee.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders holders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cashfull, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Holders would be entitled but for this Article XI XV shall be made to holders of the Designated Senior Debt as their interests may appear, except that all Securityholders Holders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcyany liquidation, dissolution, winding up, reorganization, insolvencyassignment for the benefit of creditors, receivership marshaling of assets or any bankruptcy, insolvency or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of such Senior Debt in cash of such Designated Senior Debt or Cash Equivalents before Securityholders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and (2) until the Designated Senior Debt of any such Subsidiary Guarantor is paid in full in cashcash or Cash Equivalents, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Debt, and to any debt securities received by holders of Senior Debt, of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment pursuant to any Obligations the Subsidiary Guaranty of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cash, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuaranty.

Liquidation; Dissolution; Bankruptcy. Upon any payment or ------------------------------------ distribution of the assets of any a Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or and its propertyproperties: (1a) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders Noteholders shall be entitled to receive any payment pursuant to any Guaranteed Obligations of from such Subsidiary Guarantor; and (2b) until the Designated Senior Debt Indebtedness of any such Subsidiary Guarantor is paid in full in cashfull, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Noteholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their respective interests may appear, except that all Securityholders Noteholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuarantees.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any the Subsidiary Guarantor Guarantors to creditors upon a total or partial liquidation or a total or partial dissolution of such the Subsidiary Guarantor Guarantors, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such the Subsidiary Guarantor Guarantors or its their property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor Guarantors shall be entitled to receive payment in full in cash of such Designated the Senior Debt Indebtedness of Subsidiary Guarantors before Securityholders Holders shall be entitled to receive any payment of principal of or interest on the Securities pursuant to any Obligations of such the Subsidiary GuarantorGuaranties; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor Guarantors is paid in full in cashfull, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Holders would be entitled but for this Article XI 11 shall be made to holders of the Designated Senior Debt Indebtedness of Subsidiary Guarantors as their interests may appear, except that all Securityholders Holders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor Guarantors to at least the same extent as under the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuaranties.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or such Subsidiary Guarantor or its property: (1a) holders of Designated Senior Debt Indebtedness of the Company or such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment pursuant to any Obligations of the Company or such Subsidiary Guarantor; and (2b) until the Designated Senior Debt Indebtedness of the Company or any Subsidiary Guarantor is paid in full in cash, any distribution made by or on behalf of the Company or such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI XII shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of the Company or such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness of the Company or such Subsidiary Guarantor Guarantor, as applicable, to at least the same extent as the Obligations of the Company or such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of the Company or such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment pursuant to any Obligations the Subsidiary Guaranty of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cash, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock Capital Stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuaranty.

Liquidation; Dissolution; Bankruptcy. Upon any payment ------------------------------------ or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of 88 such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of such Senior Indebtedness in cash of such Designated Senior Debt or cash equivalents before Securityholders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cashcash or cash equivalents, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness, and to any debt securities received by holders of Senior Indebtedness, of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment pursuant to any Obligations the Subsidiary Guaranty of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cash, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary Guarantor's Subsidiary Guaranty.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property:: 106 (1a) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and (2b) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cash, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI XII shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness of the Company or such Subsidiary Guarantor Guarantor, as applicable, to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt before Securityholders Holders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and (2) until the Designated Senior Debt of any Subsidiary Guarantor is paid in full in cash, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Holders would be entitled but for this Article XI Fifteen shall be made to holders of the Designated Senior Debt as their interests may appear, except that all Securityholders Holders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment or distribution of cash, securities or other property pursuant to any Obligations the Subsidiary Guaranty of such Subsidiary Guarantor, except that Securityholders may receive and retain debt or equity securities of such Subsidiary Guarantor that are subordinated to such Senior Indebtedness to at least the same extent as the Subsidiary Guaranty; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cash, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt or equity securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuaranty.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of such Senior Indebtedness in cash of such Designated Senior Debt or cash equivalents before Securityholders shall be entitled to receive any payment pursuant to any Obligations the Subsidiary Guarantee of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any such Subsidiary Guarantor is paid in full in cashcash or cash equivalents, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness, and to any debt securities received by holders of Senior Indebtedness, of such Subsidiary Guarantor to at least the same extent as the Obligations Subsidiary Guarantee of such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary STFC Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary STFC Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary STFC Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary STFC Guarantor shall be entitled to receive payment in full of such Senior Indebtedness in cash of such Designated Senior Debt or cash equivalents before Securityholders Noteholders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary STFC Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary STFC Guarantor is paid in full in cashcash or cash equivalents, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Noteholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders Noteholders may receive and retain shares of stock and any debt securities of such Subsidiary STFC Guarantor that are subordinated to Designated Senior Debt Indebtedness, and to any debt securities received by holders of Senior Indebtedness, of such Subsidiary STFC Guarantor to at least the same extent as the Obligations of such Subsidiary STFC Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary STFC Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment ------------------------------------ or distribution of the assets of any a Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or and its propertyproperties: (1a) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders Holders shall be entitled to receive any payment pursuant to any Guaranteed Obligations of from such Subsidiary Guarantor; and (2b) until the Designated Senior Debt Indebtedness of any such Subsidiary Guarantor is paid in full in cashfull, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Holders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their respective interests may appear, except that all Securityholders Holders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuarantees.

Liquidation; Dissolution; Bankruptcy. Upon any ------------------------------------- payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation liquidation, dissolution or a total or partial dissolution winding up of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt before Securityholders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and (2) until the Designated Senior Debt of any Subsidiary Guarantor is paid in full in cash, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI shall be made to holders of the Designated Senior Debt as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary Guarantor; and (2) until the Senior Debt of any Subsidiary Guarantor is paid in full in cash, any distribution to which Securityholders would be entitled but for this Article 12 shall be made to holders of such Senior Debt as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of such Senior Indebtedness in cash of such Designated Senior Debt or cash equivalents before Securityholders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cashcash or cash equivalents, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness, and to any debt securities received by holders of Senior Indebtedness, of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any a Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders Noteholders shall be entitled to receive any payment pursuant to any Guaranteed Obligations of from such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any such Subsidiary Guarantor is paid in full in cashfull, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Noteholders would be entitled but for this Article XI 17 shall be made to holders of the Designated such Senior Debt Indebtedness as their respective interests may appear, except that all Securityholders Noteholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated such Senior Debt of such Subsidiary Guarantor Indebtedness to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorGuarantees.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of such Senior Indebtedness in cash of such Designated Senior Debt or cash equivalents before Securityholders Noteholders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cashcash or cash equivalents, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Noteholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders Noteholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness, and to any debt securities received by holders of Senior Indebtedness, of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment ------------------------------------ or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated the Senior Debt Indebtedness before Securityholders Noteholders shall be entitled to receive any payment pursuant to any Note Obligations of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cash, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders Noteholders would be entitled but for this Article XI 12 shall be made to holders of the Designated Senior Debt Indebtedness as their interests may appear, except that all Securityholders Noteholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness, and to any debt securities received by holders of Senior Indebtedness, of such Subsidiary Guarantor Guarantor, to at least the same extent as the Note Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Parent or any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of Parent or such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Parent or such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of Parent or such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt Indebtedness before Securityholders shall be entitled to receive any payment pursuant to any Obligations the Parent Guaranty or Subsidiary Guaranty of Parent or such Subsidiary Guarantor, as the case may be; and (2) until the Designated Senior Debt Indebtedness of Parent or any Subsidiary Guarantor is paid in full in cashfull, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock Capital Stock and any subordinated debt securities of such Subsidiary Guarantor obligations that are subordinated to Designated Senior Debt all securities issued in respect of claims of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt of such Subsidiary GuarantorIndebtedness.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of such Senior Indebtedness in cash of such Designated Senior Debt or cash equivalents before Securityholders shall be entitled to receive any payment pursuant to any Obligations the Subsidiary Guaranty of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cashcash or cash equivalents, any payment or distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness, and to any debt securities received by holders of Senior Indebtedness, of such Subsidiary Guarantor to at least the same extent as the Obligations obligations of such Subsidiary Guarantor Guarxxxxx under its Subsidiary Guaranty are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any Acquired Subsidiary Guarantor to creditors upon a total or partial liquidation liquidation, dissolution or a total or partial dissolution winding up of such Acquired Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Acquired Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Debt before Securityholders Holders of Securities shall be entitled to receive any payment pursuant to any Obligations of such Acquired Subsidiary Guarantor; and (2) until the Designated Senior Debt of any Subsidiary Guarantor is paid in full in cash, any distribution made by or on behalf of such Acquired Subsidiary Guarantor to which Securityholders Holders of Securities would be entitled but for this Article XI 11 shall be made to holders of the Designated Senior Debt as their interests may appear, except that all Securityholders Holders of Securities may receive and retain shares of stock and any debt securities of such Acquired Subsidiary Guarantor that are subordinated to the Designated Senior Debt of such Subsidiary Guarantor to at least the same extent as the Obligations of such Acquired Subsidiary Guarantor are subordinated to the Designated Senior Debt of such Subsidiary GuarantorDebt.

Liquidation; Dissolution; Bankruptcy. Upon any ------------------------------------- payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: (1) holders of Designated Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of such Senior Indebtedness in cash of such Designated Senior Debt or cash equivalents before Securityholders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor; and (2) until the Designated Senior Debt Indebtedness of any Subsidiary Guarantor is paid in full in cashcash or cash equivalents, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XI 12 shall be made to holders of the Designated such Senior Debt Indebtedness as their interests may appear, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Designated Senior Debt Indebtedness, and to any debt securities received by holders of Senior Indebtedness, of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Designated Senior Debt Indebtedness of such Subsidiary Guarantor.