Common use of Liquidation; Dissolution; Bankruptcy Clause in Contracts

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective its property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Debt Securities and any related Guarantees, if any, of the Company shall be entitled to receive any payment of principal of, or premium, if any, or interest Interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary GuarantorsDebt Securities; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any such distribution to which Holders of Subordinated Debt Securities and any related Guarantees would be entitled but for this Article X XII shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock securities representing partnership interests of the Company and any debt securities of the Company that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Debt Securities of the Company Company. Upon any payment or distribution of the related Guarantee assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property: (a) holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against such Guarantor in such bankruptcy proceeding) before Holders of Subordinated Debt Securities shall be entitled to receive, under such Guarantor’s guarantee of such Subordinated Debt Securities, respectivelyany payment of principal of, or premium, if any, or interest on, the Subordinated Debt Securities; and (b) until the Senior Indebtedness of such Guarantor is paid in full, any such distribution to which Holders of Subordinated Debt Securities would be entitled under such Guarantor’s guarantee but for this Article XII shall be made to holders of Senior Indebtedness of such Guarantor as their interests may appear, except that such Holders may receive securities representing partnership interests of such Guarantor and any debt securities of such Guarantor that are subordinated to Senior Indebtedness of such Guarantor to at least the same extent as the guarantee of the Subordinated Debt Securities of such Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a reorganization, bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its properties or an assignment for the Subsidiary Guarantors, as benefit of creditors or marshalling of the case may be, or their respective propertyCompany’s assets and liabilities: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash or Cash Equivalents of such all Senior Indebtedness of such Person (including interest (if any)accruing after, accruing on or after which would accrue but for, the commencement of a any proceeding at the rate specified in bankruptcythe applicable Senior Indebtedness, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in for such bankruptcy proceedinginterest would be allowed) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment or distribution, in the event of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment or distribution of the assets or securities of the Company (except, in respect each case, that holders of Securities may receive and retain Capital Stock, debt securities that are subordinated to such related Guarantees Senior Indebtedness to at least the same extent as the Securities and payments made from the Subsidiary Guarantorsany trust described in Article VIII); and (b2) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in fullfull in cash or Cash Equivalents, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may beIndebtedness, as their respective interests may appear, except except, in each case, that such Holders holders of the Securities may receive capital stock and any retain Capital Stock, debt securities that are subordinated to such Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of and payments made from any Subsidiary Guarantor, respectivelytrust described in Article VIII.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective its property: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full in cash of such Senior Indebtedness the principal of such Person (and premium, if any) and interest (including all interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in any such bankruptcy or similar proceeding) to the date of payment on the Senior Debt before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, of or interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; andon Securities; (b2) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt is paid in fullfull in cash, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, Debt as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated in right of payment to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, Debt to at least the same extent as the Subordinated Securities Securities; and (3) the Trustee is entitled to rely upon an order or decree of a court of competent jurisdiction or a certificate of a bankruptcy trustee or other similar official for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Debt and other Company debt, the amount thereof or payable thereon and all other pertinent facts relating to the Trustee's obligations under this Article XIII. The consolidation of the Company with, or the related Guarantee merger of any Subsidiary Guarantorthe Company into, respectivelyanother 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 Article VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance, transfer, lease, sale or other disposition such properties and assets as an entirety or substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a (i) ------------------------------------ bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Xxxx XX or its property, (ii) assignment for the Company benefit of creditors or any marshalling of the Subsidiary Guarantors, as the case may be, assets and liabilities of Xxxx XX or their respective property(iii) distribution to creditors of Xxxx XX in a liquidation or dissolution of Xxxx XX: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash or, at the option of such the holders of the Senior Indebtedness, cash equivalents of Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, the applicable Senior Indebtedness whether or not allowed as a claim against therefor is allowed) to the Company or date of payment on the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) Senior Indebtedness before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal ofprincipal, premium or premiumLiquidated Damages, if any, or interest on, on the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary GuarantorsSecurities; and (b2) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, (as the case may be, provided in subsection (1) above) is paid in fullfull in cash or, at the option of the holders of the Senior Indebtedness, cash equivalents, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X 10 shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may beIndebtedness, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, (and to any securities issued in exchange for Senior Indebtedness) to at least the same extent as the Subordinated Securities to Senior Indebtedness. For purposes of the Company this Article 10, a distribution may consist of cash, securities or other property, by setoff or otherwise. The consolidation of Xxxx XX with, or the related Guarantee merger of any Subsidiary GuarantorXxxx XX into, respectivelyanother corporation or the liquidation or dissolution of Xxxx XX 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 Article 5 shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 10.02 if the corporation formed by such consolidation or into which Xxxx XX 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 Article 5.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets property or securities to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may beits property, or their respective propertyin an assignment for the benefit of creditors or any marshalling of the Company’s assets and liabilities: (a1) the holders of Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of all Obligations in respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Senior Debt, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, for such interest would be allowed in such bankruptcy proceeding) before the Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment or distribution with respect to the Securities and related Obligations (except in each case that Holders of principal ofSecurities may receive securities that are subordinated at least to the same extent as the Securities to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.05 hereof provided that the applicable deposit does not violate Article 8 or 10 of this Indenture); and (2) until all Obligations with respect to Senior Debt of the Company (as provided in subsection (a)(1) above) are paid in full in cash, any payment or distribution to which the Holders of Securities and the related Guarantees would be entitled shall be made to holders of Senior Debt of the Company (except that Holders of Securities and the related Guarantees may receive securities that are subordinated at least to the same extent as the Securities to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.05 hereof provided that the applicable deposit does not violate Article 8 or 10 of this Indenture). (b) Upon any payment or distribution of property or securities to creditors of a Subsidiary Guarantor in a liquidation or dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property, or premium, if any, or interest on, in an assignment for the Subordinated Securities from the Company, benefit of creditors or any marshalling of such Subsidiary Guarantor’s assets and liabilities: (1) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of all Obligations in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt, whether or not a claim for such interest would be allowed in such proceeding) before the Holders of Securities and the related Guarantees shall be entitled to receive any payment or distribution with respect to the Guarantee made by such Subsidiary Guarantor (except in each case that Holders of Securities and the related Guarantees may receive securities that are subordinated at least to the same extent as the Securities to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.05 hereof provided that the Subsidiary Guarantorsapplicable deposit does not violate Article 8 or 10 of this Indenture); and (b2) until all Obligations with respect to Senior Debt of such Subsidiary Guarantor (as provided in subsection (b)(1) above) are paid in full in cash, any payment or distribution to which the Holders of Securities and the related Guarantees would be entitled shall be made to holders of Senior Debt of such Subsidiary Guarantor (except that Holders of Securities and the related Guarantees may receive securities that are subordinated at least to the same extent as the Securities to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.05 hereof provided that the applicable deposit does not violate Article 8 or 10 of this Indenture). Under the circumstances described in this Section 10.03, the Company, any Subsidiary Guarantor or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person making any payment or distribution of cash or other property or securities is authorized or instructed to make any payment or distribution to which the Holders of the Securities and the related Guarantees would otherwise be entitled (other than securities that are subordinated at least to the same extent as the Securities to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust referred to in the second parenthetical clause of each of clauses (a)(1), (b)(1), (a)(2) and (b)(2) above, which shall be delivered or paid to the Holders of Securities as set forth in such clauses) directly to the holders of the Senior Indebtedness Debt of the Company and any Subsidiary Guarantor, as applicable, (pro rata to such holders on the basis of the respective amounts of Senior Debt of the Company and any Subsidiary Guarantor, as applicable, held by such holders) or their Representatives, or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision thereof or to or for the holders of such Senior Debt. To the extent any payment of or distribution in respect of Senior Debt (whether by or on behalf of the Company or any Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment or distribution is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the case may be, is paid in full, any distribution Senior Debt or part thereof originally intended to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X satisfied shall be made deemed to holders of be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness of Debt is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the Company obligation so declared fraudulent, invalid or the Subsidiary Guarantorsotherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company invalidity or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelysetting aside had not occurred.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the any Restricted Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or any Restricted Subsidiary or its property, an assignment for the Subsidiary Guarantorsbenefit of creditors or any marshaling of the Company's or any Restricted Subsidiary's assets and liabilities, as the in each such case may bewhether voluntary or involuntary, domestic or their respective propertyforeign: (a) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in any such bankruptcy proceeding) in accordance with the terms of the applicable Senior Indebtedness before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment other distribution in respect of such related Guarantees from the Subsidiary GuarantorsSubordinated Obligations; and (b) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is are paid in fullfull in cash or Cash Equivalents, any such distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to the holders of such Senior Indebtedness of Indebtedness; provided that notwithstanding the Company or the Subsidiary Guarantorsforegoing, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt receive: (i) Capital Stock (other than Disqualified Stock); (ii) securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least to the same extent as the Notes, to Senior Indebtedness and to any securities issued in exchange for such Senior Indebtedness; and (iii) payments made from the trust described in Article VIII hereof to the extent deposited into such trust prior to the commencement of the applicable proceeding. In order to enable the Representative to enforce its rights hereunder in any of the aforesaid actions or proceedings, the Representative is hereby irrevocably authorized in its discretion, to the extent that the Trustee does not do so at least 30 days before the expiration of the time to do so, to file and vote such proofs of claim in respect of the Subordinated Securities Obligations as the Representative deems appropriate, and to collect any and all dividends or other payments or disbursements made thereon in whatever from the same may be paid or issued. The Representative is hereby authorized to demand, xxx for, collect and receive each of the aforesaid payments and distributions and give acquittance therefore, and to take such other actions as the Representative deems necessary or advisable to enforce said rights. The Trustee and each Holder agrees not to initiate, prosecute or participate in any claim, action, or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Indebtedness or any liens or security interests securing the Senior Indebtedness. The Trustee and each Holder further agrees that during any such action or proceeding (a) this Article XI shall be applicable and shall govern the relative rights and priorities of the holders of Senior Indebtedness and the Trustee and the Holders of the Subordinated Obligations even if all or part of the Senior Indebtedness or any liens or security interests securing the Senior Indebtedness are subordinated, set aside, avoided, invalidated or disallowed in connection with any such action or proceeding, and Article IX shall be reinstated if at any time any payment of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness, (b) the holders of Senior Indebtedness may consent to the use of cash collateral by the Company or any Restricted Subsidiary or provide financing to the related Guarantee Company or any Restricted Subsidiary on such terms and conditions and in such amounts as they determine, (c) it shall not object to oppose a sale or other disposition of property securing the Senior Indebtedness and (d) any Subsidiary Guarantor, respectivelyholder of Senior Indebtedness may elect to apply Section 1111(b)(2) of the United States Bankruptcy Code to all or any part of the Senior Indebtedness.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Debt Securities and any related Guarantees, if any, Guarantee shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Debt Securities from the Company, or any payment in respect of such related Guarantees the Guarantee from the Subsidiary Guarantors; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Debt Securities and any related Guarantees Guarantee would be entitled but for this Article X XII shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Debt Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, any Credit Party upon a total or partial liquidation or a dissolution of the Company or the Subsidiary Guarantorsreceivership, as the case may be, or in a bankruptcyarrangement, reorganization, insolvency, receivership insolvency or bankruptcy or similar proceeding relating to the Company any such Credit Party or the Subsidiary Guarantors, as the case may be, its property or their respective propertyassets: (ai) the holders of Designated Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full in cash of such Designated Senior Indebtedness of such Person (including interest (if any), accruing on or after Debt before the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, Lenders shall be entitled to receive any payment or distribution of principal ofany kind or character with respect to any Obligations, or premium, if any, or except that Lenders may at any time receive Permitted Junior Securities and interest on, payable in kind and the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; andObligations may be paid pursuant to a Permitted Refinancing; (bii) until the Discharge of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in fullDebt Obligations has occurred, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees the Lenders would be entitled but for the subordination provisions of this Article X Section 11 shall be made to holders of such Designated Senior Indebtedness Debt on a pro rata basis based on the amount of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appearDesignated Senior Debt held by each such holder, except that such Holders Lenders may at any time receive capital stock Permitted Junior Securities and interest payable in kind and the Obligations may be paid pursuant to a Permitted Refinancing; and (iii) in any debt securities that are subordinated event, the Obligations may be paid using Permitted Junior Securities, interest payable in kind and pursuant to Senior Indebtedness a Permitted Refinancing. (b) In the event of any insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings relative to any Credit Party, if any Lender has not filed any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of the Company or Credit Parties under the Subsidiary GuarantorsCredit Documents within 5 days before the expiration of the time to file the same, then and in such event, but only in such event, any Designated Administrative Agent may, as an attorney-in-fact for such Lender, following written notice to such Lender, file any claim, proof of claim or such other instrument of similar character on behalf of such Lender, and such Lender hereby appoints the case may beDesignated Administrative Agents as an attorney-in-fact for such Lender, to at least so file any claim, proof of claim or such other instrument of similar character. Notwithstanding the same extent foregoing, the Lenders shall nevertheless retain all rights to enforce and to vote such claim, proof of claim or other instrument in its capacity as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelya Lender.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets property or securities of the Company or the Subsidiary Guarantors, as the case may be, to creditors, any Guarantor upon a total or partial liquidation or a total or partial dissolution of the Company or the Subsidiary Guarantors, as the case may be, such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding any Insolvency Proceeding relating to such Guarantor or its property or in the Company or the Subsidiary Guarantors, as the case may be, or their respective propertyevent of marshalling of such Guarantor’s assets and liabilities: (ai) holders the Senior Credit Parties of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, such Guarantor shall be entitled to receive payment in full in cash respect of such Senior Indebtedness of such Person (including interest (if any), accruing on Guarantor’s Borrower Obligations before the Subordinated Guarantee Agent or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of any Subordinated Securities and any related Guarantees, if any, Credit Party shall be entitled to receive any payment of principal of, or premium, if any, or interest on, distribution with respect to the Subordinated Securities from the Company, or any payment in respect Guarantor Obligations of such related Guarantees from the Subsidiary GuarantorsGuarantor; and (bii) until the Senior Indebtedness Borrower Obligations of the Company or any Subsidiary Guarantor, as the case may be, is such Guarantor are paid in full, any payment or distribution to which Holders of the Subordinated Securities and any related Guarantees Guarantee Agent or Subordinated Credit Party would be entitled in accordance with this Agreement but for this Article X Section 5 shall be made to holders such Borrower’s Senior Agent and other Senior Credit Parties in accordance with the Loan Documents governing the applicable Senior Indebtedness. (b) So long as a Guarantor’s Senior Indebtedness has not been paid in full, in connection with an Insolvency Proceeding of such Guarantor, the Subordinated Guarantee Agent and the Subordinated Credit Parties of such Guarantor shall not take any action or vote in any way (i) so as to contest or oppose (A) the validity or enforceability of any of the Loan Documents governing such Guarantor’s Senior Indebtedness or any of the liens or security interests granted thereunder, (B) the rights of the Senior Agents and the other Senior Credit Parties established in any of such Loan Documents, (C) the validity or enforceability of the subordination provisions set forth in this Agreement or (D) any initiatives or claims by the Senior Agent or other Senior Credit Parties for adequate protection, use of cash collateral or DIP Financing in such Insolvency Proceeding, in each case solely to the extent such initiatives or claims for adequate protection, use of cash collateral or DIP Financing relates to collateral that secures the Guarantor’s Senior Indebtedness exclusively or (ii) that would have any of the following effects: (A) extending the final maturity of and/or reducing the principal amount or “cramming down” or “cramming up” the Senior Indebtedness of such Guarantor, (B) blocking current payment of any obligation of such Senior Indebtedness, (C) assenting to or supporting the Company or the Subsidiary Guarantors, as the conversion of an Insolvency Proceeding from a case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness under chapter 11 of the Company Bankruptcy Code into a case under chapter 7 of the Bankruptcy Code or assenting to or supporting the Subsidiary Guarantorsappointment of a chapter 11 trustee, as a responsible officer or an examiner with enlarged powers relating to the case may beoperation of business of such Guarantor in the Insolvency Proceeding of such Guarantor or (D) providing for any payments or distributions prohibited by the terms of the Agreement, unless, in each case, the Senior Agent provides its prior written consent to at least the same extent as such action or vote; provided that, in any Insolvency Proceeding of such Guarantor, (x) the Subordinated Securities Guarantee Agent, on behalf of the Company or the related Guarantee Subordinated Credit Parties of any Subsidiary such Guarantor, respectivelymay file a claim with respect to the Guarantor Obligations of such Guarantor so long as such claim is in accordance with this Agreement, (y) the Subordinated Guarantee Agent, on behalf of the Subordinated Credit Parties of such Guarantor, may file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of such Subordinated Credit Parties against such Guarantor in accordance with this Agreement and (z) each such Subordinated Credit Party may vote on any plan of reorganization or liquidation the terms of which comply with or do not contravene the terms of this Agreement.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution to creditors of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon any Obligor in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, such Obligor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding under Bankruptcy Law relating to such Obligor or its property, in an assignment for the Company benefit of creditors or the Subsidiary Guarantors, as the case may be, or their respective propertyany marshaling of such Xxxxxxx’s assets and liabilities: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall Debt will be entitled to receive payment in full of all Obligations in cash respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after Accrued Bankruptcy Interest) and to have all outstanding Letter of Credit Obligations and applicable Hedging Obligations fully cash collateralized before the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company Trustee or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall will be entitled to receive any payment or distribution on Obligations with respect to the Notes and the Guaranties (except that the Trustee or the Holders may receive payments and other distributions made from any defeasance or redemption trust created pursuant to Articles 8 or 12 hereof and the issuance of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary GuarantorsPermitted Junior Securities); and (b2) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, Debt (as the case may be, is provided in clause (1) above) are paid in fullfull and all outstanding Letter of Credit Obligations and applicable Hedging Obligations are fully cash collateralized, any distribution to which the Trustee or the Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall 10, including any such distribution that is payable or deliverable by reason of the payment of any other Indebtedness of such Obligor being subordinated to the payment of the Notes and the Guaranties, will be made to holders of Senior Indebtedness Debt or their Representatives, ratably in accordance with the respective amounts of the Company principal of such Senior Debt, interest (including, without limitation, Accrued Bankruptcy Interest) thereon and all other Obligations with respect thereto (except that Holders may receive payments and other distributions made from any defeasance or redemption trust created pursuant to Articles 8 or 12 hereof and the Subsidiary Guarantors, as the case may beissuance of Permitted Junior Securities hereof), as their respective interests may appear, except that such Holders . Any holder of Designated Senior Debt may receive capital stock and file any debt securities that are subordinated to Senior Indebtedness proof of claim or similar document on behalf of the Company Trustee or any Holder if such a document has not been filed by the Subsidiary Guarantorsdate which is 30 days prior to the last day specified for filing of such documents. In any proceeding under Bankruptcy Law, as neither the case may beTrustee nor any Holder will initiate, or vote in support of, any challenge to at least the same extent as the Subordinated Securities rights of the Company or the related Guarantee holders of any Subsidiary Guarantor, respectivelySenior Debt.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, any Guarantor to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the Subsidiary Guarantors, as the case may be, such Guarantor or in a reorganization, bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its properties or an assignment for the Company benefit of creditors or the Subsidiary Guarantors, as the case may be, marshalling of such Guarantor's assets or their respective propertyliabilities: (ai) holders of Senior Indebtedness or Guarantor Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, such Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents of such the Senior Indebtedness of such Person or Guarantor Senior Indebtedness (including interest (if any)accruing after, accruing on or after which would accrue but for the commencement of a of, any proceeding referred to in bankruptcythis clause (b) at the rate specified in the applicable Senior Indebtedness or Guarantor Senior Indebtedness, whether or not allowed as a claim against the Company or the Subsidiary Guarantorsfor such interest would be allowed), as the case may be, in of such bankruptcy proceeding) Guarantor before Holders of Subordinated Securities and any related Guarantees, if any, Beneficiary shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in Guaranteed Obligations with respect of such related Guarantees from the Subsidiary Guarantorsto this Guarantee; and (bii) until the Senior Indebtedness or Guarantor Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, such Guarantor is paid in fullfull in cash or Cash Equivalents, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees Beneficiary would be entitled but for this Article X Section shall be made to holders of Senior Indebtedness or Guarantor Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may besuch Guarantor, as their respective interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the Subsidiary Guarantors, as benefit of creditors or in any marshaling of the case may be, or their respective propertyCompany's assets and liabilities: (ai) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of all Obligations due in respect of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate and on the terms specified in bankruptcy, the applicable Senior Indebtedness whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, for such interest would be allowed in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, the Notes shall be entitled to receive any payment or distribution of principal ofany assets or securities with respect to the Notes or on account of any purchase or redemption or other acquisition of any Note (except that Holders may receive and retain (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 8.06 of the Base Indenture so long as, on the date or premiumdates the respective amounts were paid into trust, if any, or interest on, such payments were made without violating the Subordinated Securities from the Company, or any payment provisions set forth in respect of such related Guarantees from the Subsidiary Guarantorsthis Article Eight); and (bii) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, (as the case may be, is provided in clause (i) above) are paid in fullfull in cash, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X Eight shall be made to holders of Senior Indebtedness (except that Holders of Notes may receive and retain (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 8.06 of the Company Base Indenture so long as, on the date or dates the Subsidiary Guarantorsrespective amounts were paid into trust, as such payments were made without violating the case may beprovisions set forth in this Article Eight), as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, creditors upon a liquidation liquidation, dissolution or a dissolution winding up of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property or upon an assignment for the Subsidiary Guarantorsbenefit of the Company’s creditors or the marshaling of its assets and liabilities, as the case may be, or their respective property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall Debt will be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after before the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated the Securities and any related Guarantees, if any, shall be are entitled to receive any payment of principal of, or premium, if any, or interest interest, on, the Subordinated Securities, except that Holders of Securities may receive and retain such payments made in Permitted Junior Securities and payments from the Company, or any payment trust described in respect of such related Guarantees from the Subsidiary Guarantors; andArticle 3 hereof. (b) until Until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt is paid in fullfull in cash, any distribution to which Holders of Subordinated the Securities and any related Guarantees would be entitled but for this Article X shall 12 will be made to holders of the Senior Indebtedness Debt as their interests may appear (except that Holders of Securities may receive and retain payments made in Permitted Junior Securities and payments and other distributions made from the trust described in Article 3 hereof; provided that (i) no Holder of the Securities shall have the right to receive and retain any such Permitted Junior Securities if the existence of such right would have the effect of causing the Securities to be treated in the same class of claims as the Senior Debt of the Company or any class of claims which is pari passu with such Senior Debt and (ii) holders of Senior Debt shall be entitled to receive any cash payments made to any Holder of Securities on the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to account of Permitted Junior Securities until all Obligations in respect of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyDebt have been paid in full in cash).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon any Guarantor in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or any Guarantor or its property, in an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshaling of the case may be, Company's or their respective propertyany Guarantor's assets and liabilities: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate and on the terms specified in bankruptcy, the applicable Senior Debt whether or not allowed as a the claim against the Company for such interest is allowable or the Subsidiary Guarantors, as the case may be, enforceable in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, the Notes shall be entitled to receive any payment of principal of, or premiumdistribution with respect to the Notes (except that Holders may receive (i) Permitted Junior Securities and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof, if any, or interest on, payment of the Subordinated Securities from Notes was permitted on the Company, or any payment in respect of such related Guarantees from date the Subsidiary Guarantorsdefeasance deposit was made); and (b2) until all Obligations with respect to Senior Debt (including interest after the commencement of any such proceeding at the rate and on the terms specified in the applicable Senior Indebtedness of Debt whether or not the Company claim for such interest is allowable or any Subsidiary Guarantor, as the case may be, is enforceable in such proceeding) are paid in fullfull in cash or Cash Equivalents, any payment or distribution to which the Holders of Subordinated Securities and any related Guarantees Notes would be entitled but for this Article X 10 shall be made to holders of Senior Indebtedness Debt (except that Holders of Notes may receive (i) Permitted Junior Securities and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof, if payment of the Company or Notes was permitted on the Subsidiary Guarantors, as date the case may bedefeasance deposit was made), as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, any PVA Debtor to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of such PVA Debtor (other than, to the Company extent permitted by the Credit Agreement or the other Loan Documents, a voluntary dissolution of such PVA Debtor or merger of such PVA Debtor into any wholly owned subsidiary of any PVA Debtor solely for the purpose of permitting such PVA Debtor or such wholly owned Subsidiary Guarantors, to assume all obligations in respect of the Subordinated Indebtedness as if it were the case may be, direct obligor with respect thereto and in which all the assets of such PVA Debtor are transferred to such PVA Debtor or such wholly owned Subsidiary and no material payment or distribution is made to creditors) or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company such PVA Debtor or the Subsidiary Guarantors, as the case may be, or their respective propertyits Property: (ai) holders of the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Creditors shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after before the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, Creditors shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment payments in respect of such related Guarantees from the Subsidiary GuarantorsSubordinated Indebtedness; and (bii) until the such Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in fullfull in cash, any distribution made by or on behalf of any PVA Debtor to which Holders of any Subordinated Securities and any related Guarantees Creditor would be entitled but for this Article X II shall be made to holders of the Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, Creditors as their interests may appear, except that such Holders all Subordinated Creditors may receive capital and retain shares of stock and any debt securities that are subordinated to all Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyIndebtedness.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property or upon an assignment by the Subsidiary Guarantors, as Company for the case may be, or their respective propertybenefit of creditors: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash (or other consideration acceptable to the applicable holder of Senior Indebtedness) of such Senior Indebtedness of such Person (including interest (if any)accruing after, accruing on or after which would accrue but for, the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Senior Indebtedness, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in for such bankruptcy proceedinginterest would be allowed) before Holders of Subordinated Securities and any related Guaranteespayment or distribution (other than Permitted Junior Securities), if anywhether in cash, securities or other property, shall be entitled to receive any payment made by the Company on account of principal ofprincipal, interest or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment other amounts owing in respect of such related Guarantees from the Subsidiary GuarantorsSecurities; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in fullfull in cash (or other consideration acceptable to the applicable holder of Senior Indebtedness), any payment or distribution (other than Permitted Junior Securities), whether in cash, securities or other property, to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X Thirteen shall be made to holders of such Senior Indebtedness of Indebtedness, for application to the Company or the Subsidiary Guarantors, as the case may bepayment thereof, as their interests may appear, except that such the Holders may receive capital stock and any debt securities that are subordinated retain payments made from the trust described under Article Six, so long as, on the date or dates the respective amounts were paid into the trust such payments were made with respect to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelywithout violating this Article Thirteen.

Liquidation; Dissolution; Bankruptcy. Upon In the event of any payment Insolvency or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective propertyLiquidation Proceeding: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingapplicable Senior Debt) before Holders of Subordinated Securities and any related Guarantees, if any, Securityholders shall be entitled to receive any payment with respect to the Securities (except that so long as the Securities are not treated in any Insolvency or Liquidation Proceeding as part of principal ofthe same class of claims as the Senior Debt or any class of claim on a parity with or senior to the Senior Debt for any payment or distribution, the Securityholders may receive securities that are (i) subordinated at least to the same extent as the Securities to (a) all unpaid Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) authorized by an order or premiumdecree of a court of competent jurisdiction in an Insolvency or Liquidation Proceeding which gives effect to the subordination of the Securities to all unpaid Senior Debt in a manner and with an effect which would be required if this parenthetical clause were not included in this paragraph; provided that such Senior Debt is assumed by the new corporation, partnership or other entity, if any, resulting from any such reorganization or interest on, the Subordinated Securities from the Company, or any payment in respect of readjustment and issuing such related Guarantees from the Subsidiary Guarantorssecurities); and (b2) until all Obligations in respect of Senior Debt (as provided in subsection (1) above) are paid in full in cash or Cash Equivalents, any payment or distribution of any kind or character, whether in cash, securities or other property (including any payment or distribution which may be payable or deliverable by reason of the Senior payment of any other Indebtedness of the Company being subordinated to the payment of the Securities) which may be payable or deliverable in respect of the Securities in any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X such Insolvency or Liquidation Proceeding shall be made to holders of Senior Indebtedness Debt (pro rata on the basis of the Company or respective amounts of Senior Debt held by them). For the Subsidiary Guarantorspurposes hereof, as the case may beamount of Senior Debt shall include, as their interests may appearwithout 068800 000057 DALLAS 1872243.4 limitation, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee undrawn amounts of any Subsidiary Guarantor, respectivelyoutstanding letters of credit and the amounts that will be owing to the holders of Senior Debt upon the termination of any outstanding derivative contracts.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective its property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Debt Securities and any related Guarantees, if any, of the Company shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary GuarantorsDebt Securities; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any such distribution to which Holders of Subordinated Debt Securities and any related Guarantees would be entitled but for this Article X XII shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock securities representing equity interests of the Company and any debt securities of the Company that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Debt Securities of the Company Company. Upon any payment or distribution of the related Guarantee assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property: (a) holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against such Guarantor in such bankruptcy proceeding) before Holders of Subordinated Debt Securities shall be entitled to receive, under such Guarantor’s guarantee of such Subordinated Debt Securities, respectivelyany payment of principal of, or premium, if any, or interest on, the Subordinated Debt Securities; and (b) until the Senior Indebtedness of such Guarantor is paid in full, any such distribution to which Holders of Subordinated Debt Securities would be entitled under such Guarantor’s guarantee but for this Article XII shall be made to holders of Senior Indebtedness of such Guarantor as their interests may appear, except that such Holders may receive securities representing equity interests of such Guarantor and any debt securities of such Guarantor that are subordinated to Senior Indebtedness of such Guarantor to at least the same extent as the guarantee of the Subordinated Debt Securities of such Guarantor.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the any Subsidiary Guarantors, as the case may be, Guarantor to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the any Subsidiary Guarantors, as the case may be, Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to any Subsidiary Guarantor or its properties or an assignment for the Company benefit of creditors or marshalling of the Subsidiary Guarantors, as the case may be, or their respective propertyGuarantor’s assets and liabilities: (a1) holders of Guarantor Senior Indebtedness of the Company or any such Subsidiary Guarantor, as the case may be, Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents of such all Guarantor Senior Indebtedness of such Person Subsidiary Guarantor (including interest (if any)accruing after, accruing on or after which would accrue but for, the commencement of a any proceeding at the rate specified in bankruptcythe applicable Guarantor Senior Indebtedness, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in for such bankruptcy proceedinginterest would be allowed) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment or distribution, in the event of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Indebtedness or distribution of the Company assets or securities of any Subsidiary GuarantorGuarantor (except, as the case may bein each case, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to that holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders Securities may receive capital stock and any retain Capital Stock, debt securities that are subordinated to such Guarantor Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities Subsidiary Guarantees and payments made from any trust described in Article VIII); and (2) until the Guarantor Senior Indebtedness of the Company such Subsidiary Guarantor is paid in full in cash or the related Guarantee Cash Equivalents, any payment or distribution to which Holders would be entitled but for this Article XII shall be made to holders of any Guarantor Senior Indebtedness of such Subsidiary Guarantor, respectivelyas their respective interests may appear, except, in each case, that holders of the Securities may receive and retain Capital Stock, debt securities that are subordinated to such Guarantor Senior Indebtedness to at least the same extent as the Subsidiary Guarantees and payments made from any trust described in Article VIII.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of Until the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive indefeasible payment in full in cash of such Senior Indebtedness all the Obligations and the termination of such Person (including interest (if any)any commitments to lend under any Permitted Secured Indebtedness, accruing on or after and without limitation to the commencement rights of a proceeding in bankruptcy, whether or not allowed as a claim against the Company Secured Parties under the terms of the Financing Agreements or the Subsidiary Guarantors, as rights of Company under the case may be, System Leases: 3.1 upon the occurrence and during the continuance of any Insolvency Event: 3.1.1 the System Lease Obligations then due and payable shall first be irrevocably and indefeasibly paid in such bankruptcy proceeding) full to the Entitled Party before Holders any of the Subordinated Securities and any related Guarantees, if any, Lenders shall be entitled to receive any payment (other than Reorganization Securities) on account of principal of, or premium, if any, or interest on, the Subordinated Securities from the CompanyIndebtedness whether in cash, securities or other assets (other than Reorganization Securities); 3.1.2 any payment or distribution of assets of Sharyland of any kind or character in respect of such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Subordinated Indebtedness to which any of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees Lenders would be entitled but for this Article X if the Subordinated Indebtedness were not subordinated pursuant to the terms hereof shall be made by the trustee, liquidator or agent or other Person making such payment or distribution, directly to holders of Senior Indebtedness the Entitled Party until the System Lease Obligations then due and payable are paid in full and each of the Subordinated Lenders and, unless the Company is. the Entitled Party, Sharyland irrevocably authorizes and empowers the Entitled Party to receive. and collect on its behalf any and all such payments or distributions; and XXXXXXX/XXXXX/XXXXXXX ASSETS LEASE AGREEMENT 3.1.3 the Subsidiary GuarantorsSubordinated Lenders agree not to, as directly or indirectly, initiate, prosecute or participate in any claim, action or other proceeding challenging the case may beenforceability, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness validity or priority of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelySystem Lease Obligations then due and payable.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution to creditors of either of the assets of the Company Issuers or the any Subsidiary Guarantors, as the case may be, to creditors, upon Guarantor in a liquidation or a dissolution of the Company such Issuer or the such Subsidiary Guarantors, as the case may be, Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Issuer or such Subsidiary Guarantor or its property, in an assignment for the Company benefit of creditors or the any marshaling of such Issuer's or such Subsidiary Guarantors, as the case may be, or their respective propertyGuarantor's assets and liabilities: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full in cash of such all Obligations in respect of Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Senior Debt, whether or not such interest would be an allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, the Notes shall be entitled to receive any payment of principal ofwith respect to the Notes (except that Holders may receive and retain (i) Permitted Junior Securities and (ii) payments and other distributions made from any defeasance trust created pursuant to Article 8 hereof, or premium, if any, or interest on, provided that the Subordinated Securities from the Company, or any payment in respect funding of such related Guarantees from the Subsidiary Guarantorstrust was permitted); and (b) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, Debt (as the case may be, is provided in subsection (a) above) are paid in fullfull in cash, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X 10 shall be made to holders of Senior Indebtedness Debt (except that Holders of Notes may receive and retain (i) Permitted Junior Securities and (ii) payments and other distributions made from any defeasance trust created pursuant to Article 8 hereof, provided that the Company or the Subsidiary Guarantors, as the case may befunding of such trust was permitted), as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshalling of the case may be, or their respective propertyCompany’s assets and liabilities: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full of all Obligations due in cash respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingapplicable Senior Debt) before the Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of the principal of, or premiumany other payment, if anywith respect to the Securities (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt, or interest on, (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof and (iii) securities issuable upon conversion of the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantorsissuable hereunder); and (b2) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, Debt (as the case may be, is provided in subsection (1) above) are paid in full, any distribution to which the Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, Debt (except that such Holders may receive capital stock and any debt (i) securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt, (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof and (iii) securities issuable upon conversion of the Company or the related Guarantee of any Subsidiary GuarantorSecurities issuable hereunder), respectivelyas their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon Upon (a) any payment or distribution to creditors of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon Holdings in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, Holdings or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings or its property or (b) an assignment for the Company benefit of creditors or the Subsidiary Guarantors, as the case may be, or their respective propertyany marshalling of Holdings' assets and liabilities: (ai) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full of all Obligations due in cash respect of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingapplicable Senior Indebtedness) before Holders of Subordinated Securities and any related Guarantees, if any, the Exchange Debentures shall be entitled to receive any payment with respect to the Exchange Debentures (except that Holders of principal ofthe Exchange Debentures may receive securities that are subordinated, or premiumat least to the same extent as the Exchange Debentures, if any, or interest on, the Subordinated Securities from the Company, or to (A) Senior Indebtedness and (B) any payment securities issued in respect of such related Guarantees from the Subsidiary Guarantorsexchange for Senior Indebtedness); and (bii) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, (as the case may be, is provided in clause (i) above) are paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees the Exchange Debentures would be entitled but for this Article X 10 shall be made to holders of Senior Indebtedness (except that holders of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders Exchange Debentures may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantorssubordinated, as the case may be, to at least to the same extent as the Subordinated Securities of the Company or the related Guarantee of Exchange Debentures, to (A) Senior Indebtedness and (B) any Subsidiary Guarantorsecurities issued in exchange for Senior Indebtedness), respectivelyas their interest may appear.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, any Guarantor to creditors, creditors upon a liquidation liquidation, dissolution or a dissolution winding up of the Company or the Subsidiary Guarantors, as the case may be, such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property or upon an assignment for the Company benefit of the Guarantor's creditors or the Subsidiary Guarantorsmarshaling of its assets and liabilities, as the case may be, or their respective property: (a) holders of Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, as the case may be, such Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) Debt before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or pursuant to any payment in respect Obligations of such related Guarantees from the Subsidiary Guarantors; andGuarantor, except that Holders of Notes may receive and retain such payments made in Permitted Junior Securities. (b) until Until the Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, as the case may be, Guarantor is paid in fullfull in cash, any distribution made by or on behalf of such Guarantor to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X 12 shall be made to holders of such Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, Debt as their interests may appear, except that such Holders of Notes may receive capital stock and any debt securities retain payments made in Permitted Junior Securities; provided that are subordinated to Senior Indebtedness (i) no Holder of the Company or Notes shall have the Subsidiary Guarantors, right to receive and retain any such Permitted Junior Securities if the existence of such right would have the effect of causing the Notes to be treated in the same class of claims as the case may be, to at least the same extent as the Subordinated Securities Senior Debt of the Company Guarantor or any class of claims which is pari passu with such Senior Debt and (ii) holders of Senior Debt of the related Guarantee Guarantor shall be entitled to receive any cash payments made to any Holder of any Subsidiary Guarantor, respectivelyNotes on the account of Permitted Junior Securities until all Obligations in respect of Senior Debt of the Guarantor have been paid in full in cash).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the any Subsidiary Guarantors, as the case may be, Guarantor to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the such Subsidiary Guarantors, as the case may be, Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the such Subsidiary Guarantors, as the case may be, Guarantor or their respective its property: (a) holders of Senior Credit Facility Indebtedness and holders of Guarantor Credit Facility Indebtedness of the Company or any such Subsidiary Guarantor, as the case may be, Guarantor shall be entitled to receive payment in full in cash of such Senior Credit Facility Indebtedness of such Person and Guarantor Credit Facility Indebtedness (including interest (if any), accruing on or after the commencement of a any bankruptcy proceeding to the extent authorized by the Bankruptcy Code and permitted by the court presiding over such proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or applicable Credit Facility Document) and all commitments to lend under the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) Loan and Security Agreement shall be terminated before Holders of Subordinated Securities and any related Guarantees, if any, Securityholders shall be entitled to receive any payment of principal of, or premium, if any, of or interest on, on the Subordinated Securities from the CompanyCompany or the Subsidiary Guarantor, whether directly by the Company or pursuant to the Subsidiary Guarantee, except payments comprised solely of: (i) shares of stock of the Company consisting of Subordinated Securities other than Disqualified Stock; and (ii) any payment in respect of such debt securities and related Guarantees from the Subsidiary Guarantorsconsisting of Subordinated Securities; and (b) until the Senior such Credit Facility Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, and such Guarantor Credit Facility Indebtedness is paid in fullfull in cash (including interest after the commencement of any bankruptcy proceeding to the extent authorized by the Bankruptcy Code and permitted by the court presiding over such proceeding at the rate specified in the applicable Credit Facility Documents), and all commitments to lend under the Loan and Security Agreement have been terminated, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees Securityholders would be entitled but for this Article X 10 shall be made to holders of Senior such Credit Facility Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, holders of such Guarantor Credit Facility Indebtedness as their interests may appear, except that such Holders Securityholders may receive capital receive: (i) shares of stock of the Company consisting of Subordinated Securities other than Disqualified Stock; and (ii) any debt securities that are subordinated to Senior Indebtedness and related Guarantees consisting of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelySecurities.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution to creditors of the assets of the Company Issuer or the Subsidiary Guarantors, as the case may be, to creditors, upon any Guarantor in a liquidation or a dissolution of the Company Issuer or the Subsidiary Guarantors, as the case may be, such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company Issuer or such Guarantor or its property, in an assignment for the Subsidiary Guarantors, as benefit of creditors of the case may be, Issuer or their respective propertysuch Guarantor for or on any marshaling of the Issuer’s or such Guarantor’s assets and liabilities: (ai) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full in cash of all Obligations due in respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, the applicable Senior Debt whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, for such interest would be allowed in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, the Notes shall be entitled to receive any payment or distribution of principal ofany kind or character with respect to the Notes or on account of any purchase or redemption or other acquisition on any Note (except that Holders may receive and retain (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof so long as, on the date or premiumdates the respective amounts were paid into trust, if any, or interest on, such payments were made without violating the Subordinated Securities from the Company, or any payment provisions set forth in respect of such related Guarantees from the Subsidiary Guarantorsthis Article 10); and (bii) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, Debt (as the case may be, is provided in clause (i) above) are paid in fullfull in cash, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X 10 shall be made to holders of Senior Indebtedness Debt (except that Holders of the Company or the Subsidiary Guarantors, as the case Notes may bereceive and retain (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof), as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution (including by exercise of any right of receipt, set-off, combination of accounts or other discharge) to creditors of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or Guarantor in a liquidation, dissolution, winding-up, bankruptcy, administration, reorganization, insolvencyexamination, receivership, administrative receivership or similar proceeding relating to the Company Subsidiary Guarantor or its property, or in an assignment for the benefit of creditors of the Subsidiary Guarantors, as Guarantor or in any marshalling of the case may be, or their respective propertySubsidiary Guarantor's assets: (a1) holders of lenders under the Senior Indebtedness Credit Agreement and under the other Senior Debt of the Company or any Subsidiary Guarantor, as the case may be, shall Guarantor will be entitled to receive irrevocable payment in full in cash of all obligations due (and that become due thereafter) in respect of the Senior Credit Agreement and such other Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a proceeding in any liquidation, dissolution, winding-up, bankruptcy, whether administration, reorganization, receivership, administrative receivership or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy similar proceeding) before the Trustee or the Holders of Subordinated Securities and any related Guarantees, if any, shall Notes will be entitled to receive any payment of principal of, or premium, if any, or interest on, with respect to the Subordinated Securities Guarantee (except that Holders may receive and retain payments made from any defeasance trust established pursuant to Article VIII hereof if such trust was established prior to the Company, or any payment proceedings described above and not in respect breach of such related Guarantees from the Subsidiary GuarantorsSenior Credit Agreement); and (b2) until all Indebtedness under the Senior Indebtedness Credit Agreement and the other Senior Debt of the Company or any Subsidiary Guarantor, as the case may be, is Guarantor has been irrevocably paid in fullfull in cash, any payment or distribution to which the Trustee or the Holders of Subordinated Securities and any related Guarantees Notes would be entitled but for this Article X the subordination provisions of the Subordinated Guarantee shall be made to holders of the lenders under the Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may beCredit Agreement and such other Senior Debt, as their respective interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, a Guarantor upon a liquidation total or a partial liquidation, dissolution or winding up of the Company or the Subsidiary Guarantors, as the case may be, such Guarantor or in a bankruptcy, reorganization, insolvency, receivership receivership, assignment for the benefit of creditors, marshaling of the Company's assets or liabilities, or similar proceeding relating to the Company such Guarantor or the Subsidiary Guarantorsits property (each such event, if any, herein sometimes referred to as the case may be, or their respective property:a "Proceeding"): (a) holders of Guarantor Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, as the case may be, such Guarantor shall be entitled to receive payment in full in cash of such all Obligations in respect of the Guarantor Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) Debt before Holders of Subordinated Securities and any related Guarantees, if any, shall be are entitled to receive any payment of principal of, or premium, if any, or interest on, with respect to the Subordinated Securities from the Company, or any payment Notes by such Guarantor in respect of such related Guarantees from the its Subsidiary GuarantorsGuarantee; and (b) until the all Guarantor Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, as the case may be, such Guarantor is paid in fullfull in cash, any distribution made by or on behalf of such Guarantor to which the Holders of Subordinated Securities and any related Guarantees Notes would be entitled but for this Article X 13 shall be made to the holders of Guarantor Senior Indebtedness Debt of the Company or the Subsidiary Guarantors, as the case may besuch Guarantor, as their interests may appear, except that such Holders of Notes may receive capital and retain shares of stock and any debt securities that are subordinated to Guarantor Senior Indebtedness Debt of the Company Guarantor (and to all debt securities issued in replacement of or the Subsidiary Guarantors, as the case may be, exchange for such Guarantor Senior Debt) to at least the same extent as the Subordinated Securities are subordinated to Senior Debt of the Company Company; provided that (i) no Holder of the Notes shall have the right to receive and retain any such junior securities if the existence of such right would have the effect of causing the Notes to be treated in the same class of claims as the Guarantor Senior Debt of the Guarantor or any class of claims which is pari passu with such Guarantor Senior Debt and (ii) holders of Guarantor Senior Debt shall be entitled to receive any cash payments to any Holder of Notes on the account of any such junior securities until all Obligations in respect of Guarantor Senior Debt have been paid in full in cash. For purposes of this Section 13.02 "paid in full" or "payment in full", as used with respect to Guarantor Senior Debt of a Guarantor, means the receipt of cash in payment of the principal amount of such Guarantor Senior Debt and premium, if any, thereon, interest thereon to the date of such payment, and any other Obligations due in respect of such Guarantor Senior Debt. The consolidation of a Guarantor with, or the related Guarantee merger of any Subsidiary Guarantorsuch Guarantor into, respectivelyanother Person or the liquidation or dissolution of such Guarantor following the sale, conveyance, assignment, lease or transfer of all or substantially all of its Property or assets to another Person upon the terms and conditions set forth in Article 7 hereof shall not be deemed a Proceeding for the purposes of this Section 13.02 if the Person formed by such consolidation or into which such Guarantor is merged or the Person which acquires by sale, conveyance, assignment, lease or transfer such Property or assets, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, assignment, lease or transfer, comply with the conditions set forth in Article 7 hereof.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership receivership, assignment for the benefit of creditors or similar proceeding relating to the Company or the Subsidiary Guarantorsits property, as the in each case may bewhether voluntary or involuntary, domestic or their respective propertyforeign: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be Debt are entitled to receive payment in full in cash of such all Obligations in respect of Senior Indebtedness of such Person (Debt, including all interest (if any), accrued or accruing on or Senior Debt after the commencement of a any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in bankruptcythe relevant documentation, whether or not the claim for the interest is allowed as a claim against the Company or the Subsidiary Guarantors, as in the case may be, or proceeding with respect to the Senior Debt (only such payment constituting “payment in such bankruptcy proceedingfull”) before Holders of Subordinated Securities and any related Guarantees, if any, shall will be entitled to receive any payment of principal of, or premium, if any, or interest on, on the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary GuarantorsNotes; and (b2) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees Noteholders would be entitled but for this Article X these subordination provisions shall instead be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, Debt as their interests may appear. In order to enable the holders of Senior Debt to enforce their rights hereunder in any of the aforesaid actions or proceedings, except such holders, or their representatives, are hereby irrevocably authorized in their discretion, to the extent that the Trustee does not do so at least 30 days before the expiration of the time to do so, to file and vote such proofs of claim in respect of the Debt evidenced by the Notes as they deems appropriate, and to collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued for application ratably among the holders of Senior Debt. The holders of Senior Debt and their representatives are hereby authorized to demand, sxx for, collect and receive each of the aforesaid payments and distributions and give acquittance therefore, and to take such other actions as they deem necessary or advisable to enforce said rights. The Trustee and each Holder agrees not to initiate, prosecute or participate in any claim, action, or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens or security interests securing the Senior Debt. The Trustee and each Holder further agrees that during any such action or proceeding (a) this Article 11 shall be applicable and shall govern the relative rights and priorities of the holders of Senior Debt and the Trustee and the Holders of the Debt evidenced by the Notes even if all or part of the Senior Debt or any liens or security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such action or proceeding, and Article 11 shall be reinstated if at any time any payment of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt, (b) the holders of Senior Debt may receive capital stock and any debt securities that are subordinated consent to Senior Indebtedness the use of cash collateral by the Company or the any Restricted Subsidiary Guarantors, as the case may be, or provide financing to at least the same extent as the Subordinated Securities of the Company or any Restricted Subsidiary on such terms and conditions and in such amounts as they determine, (c) they shall not object to, or oppose, a sale or other disposition of property securing the related Guarantee Senior Debt and (d) any holder of Senior Debt may elect to apply Section 1111(b)(2) of the United States Bankruptcy Code to all or any Subsidiary Guarantor, respectivelypart of the Senior Debt.

Liquidation; Dissolution; Bankruptcy. Upon Except as otherwise specifically permitted in this Agreement, until the Senior Debt shall have been finally paid in full in cash, neither the Collateral Agent nor any payment or distribution Subordinating Creditor shall assert, without the prior written consent of the Agent, any claim, motion, objection or argument in respect of all or any part of the Senior Debt or the Collateral securing such Senior Debt in such case or proceeding which could otherwise be asserted or raised in connection with such case or proceeding by the Collateral Agent or such Subordinating Creditor as a secured creditor of the Borrower. Without limiting the generality of the foregoing, the Collateral Agent and each Subordinating Creditor agrees that it will (i) not object to or oppose (or support any other Person in objecting to or opposing) any sale or other disposition of all or any part of the Collateral free and clear of Liens or other claims of the Collateral Agent and the Subordinating Creditors in respect of the Subordinated Debt or Trustee Claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or any other law applicable to such case or proceeding if the relevant Lenders have consented to such sale or disposition, (ii) not challenge (or support any other Person in challenging) any use of cash collateral or debtor-in-possession financing consented to or provided by any Lender (it being agreed by the Collateral Agent and each Subordinating Creditor that such debtor-in-possession financing shall be on such terms and conditions and in such amounts as such Lenders, in their sole discretion, may decide and, in connection therewith, any Company may grant to such participating Lenders (or any agent or representative thereof) Liens upon all of the Collateral of such Company, which Liens (A) shall secure payment of all Senior Debt whether such Senior Debt arose prior to the commencement of such case or proceeding or at any time thereafter and all other financing provided by any Lender during such case or proceeding (provided that, to the extent that such Liens secure Senior Debt which arose prior to the commencement of such Proceeding, such Liens shall also secure the Subordinated Debt and the Trustee Claims, subject to the conditions and terms set forth herein) and (B) shall be superior in priority to the liens and security interests, if any, in favor of the Collateral Agent, for the benefit of the Holders, and any other Subordinating Creditor on the Collateral of the Borrower on the same terms and conditions as provided herein); provided, however that in connection with any such use of cash collateral or debtor-in-possession financing, the Collateral Agent, for the benefit of the Holders, or such other Subordinating Creditor shall have received as adequate protection of their interests a replacement Lien in post-petition assets of the Company Borrower which shall be junior and subordinate to all Liens granted pursuant to such consent to use cash collateral or debtor-in-possession financing with the same priorities afforded the Liens granted to the Collateral Agent, for the benefit of the Holders, and the other Subordinating Creditors pursuant to this Agreement, (iii) not assert (or support any other Person in asserting) any right it may have to “adequate protection” of its interest in any Collateral in any case or proceeding, (iv) turn over to the Agent for the pro rata benefit of the Lenders any “adequate protection” of their interest in any Collateral with respect to the Subordinated Debt and Trustee Claims that they receive in any case or Proceeding for application to the Senior Debt owed to the Lenders, and (v) not seek to have the automatic stay of Section 362 of the Bankruptcy Code lifted or modified with respect to any Collateral, to appoint a trustee or examiner under Section 1104 of the Bankruptcy Code or to convert or dismiss (or support any other Person in converting or dismissing) such case or proceeding under Section 1112 of the Bankruptcy Code, in each case without the prior written consent of the Agent; provided, that, in the case of this clause (v), if the Lenders seek such aforementioned relief, the Collateral Agent and the Subordinating Creditors hereby irrevocably consent thereto and shall join in any such motion or application seeking such relief if requested by the Agent. The Trustee, for each Holder, the Collateral Agent, for each Holder, and each other Subordinating Creditor each waives any claim it may now or hereafter have arising out of the election of the Lenders, in any case or proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code in respect of the Subordinated Debt and the Trustee Claims. The Trustee (for each Holder) or the Subsidiary GuarantorsCollateral Agent (for each Holder) and each other Subordinating Creditor shall be permitted to participate on any creditor’s committee; provided, as that the case may beTrustee, to creditorsthe Collateral Agent, upon a liquidation such Subordinating Creditor or a dissolution any other Person participating on such creditor’s committee shall not directly or indirectly take any action or vote in any manner that would be in violation of the Company this Agreement or the Subsidiary Guarantors, as the case may be, inconsistent with or result in a bankruptcybreach of this Agreement. Other than as explicitly set forth above, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Collateral Agent and each Subordinating Creditor shall be entitled to receive payment file any necessary responsive or defensive pleadings in full in cash opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Collateral Agent or such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary GuarantorsSubordinating Creditor, as applicable, including without limitation any claims secured by the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related GuaranteesCollateral, if any. In addition, the Collateral Agent and each Subordinating Creditor shall be entitled to receive file any payment of principal ofpleadings, objections, motions or premium, if any, agreements which assert rights or interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Indebtedness interests available to unsecured creditors of the Company Borrower arising under either the Bankruptcy Code or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyapplicable non-bankruptcy law.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshaling of the case may be, or their respective propertyCompany’s assets and liabilities: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall will be entitled to receive payment in full full, in cash or other payment satisfactory to such holders, of all Obligations due in respect of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a any bankruptcy proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingapplicable Senior Indebtedness) before the Holders of Subordinated Securities and any related Guarantees, if any, shall Notes will be entitled to receive any payment of principal of, or premium, if any, or of and interest on, the Subordinated Securities from Fundamental Change Repurchase Price of, the CompanyRedemption Price of, or any payment in respect the cash portion of such related Guarantees from the Subsidiary GuarantorsSettlement Amount (if the Company has elected Cash Settlement or Combination Settlement) on conversion of the Notes; and (b2) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, (as the case may be, is provided in clause (1) above) are paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall 5 will be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may beIndebtedness, as their interests may appear, except that such Holders may receive capital stock and . (b) To the extent any debt securities that are subordinated to payment of Senior Indebtedness is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person under any bankruptcy, reorganization, insolvency, receivership or similar proceeding, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred and the provisions of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelythis Article 5 will be applied accordingly.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshaling of the case may be, or their respective propertyCompany's assets and liabilities: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full of all Obligations due in cash respect of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingapplicable Senior Indebtedness) before Holders of Subordinated Securities and any related Guarantees, if any, Note holders shall be entitled to receive any payment of principal of, with respect to the Notes (except that Holders may receive (i) Equity Interests or premium, if any, or interest on, debt securities that are subordinated to at least the Subordinated Securities same extent as the Notes to (a) Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness and (ii) payments and other distributions made from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantorsdefeasance trust created pursuant to Section 8.01 hereof); and (b2) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, (as the case may be, is provided in subsection (1) above) are paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, (except that such Holders may receive capital stock and any (i) Equity Interest or debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of Notes to (a) Senior Indebtedness and (b) any Subsidiary Guarantorsecurities issued in exchange for Senior Indebtedness and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof), respectivelyas their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon (a) any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property or (b) an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshalling of the case may be, or their respective propertyCompany's assets and liabilities: (ai) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full of all Obligations due in cash respect of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingapplicable Senior Indebtedness) before Holders of Subordinated Securities and any related Guarantees, if any, the Exchange Debentures shall be entitled to receive any payment with respect to the Exchange Debentures (except that Holders of principal ofthe Exchange Debentures may receive securities that are subordinated, or premiumat least to the same extent as the Exchange Debentures, if any, or interest on, the Subordinated Securities from the Company, or to (A) Senior Indebtedness and (B) any payment securities issued in respect of such related Guarantees from the Subsidiary Guarantorsexchange for Senior Indebtedness); and (bii) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, (as the case may be, is provided in clause (i) above) are paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees the Exchange Debentures would be entitled but for this Article X 10 shall be made to holders of Senior Indebtedness (except that holders of the Company or Exchange Debentures may receive securities that are subordinated, at least to the Subsidiary Guarantors, same extent as the case may beExchange Debentures, to (A) Senior Indebtedness and (B) any securities issued in exchange for Senior Indebtedness), as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets cash, securities or other property of the Company to creditors upon any Insolvency or Liquidation Proceeding with respect to the Subsidiary GuarantorsCompany, as the case may be, to creditors, upon a liquidation or a dissolution holders of any Senior Debt of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall will be entitled to receive payment in full full, in cash or Cash Equivalents, of all Obligations due in respect of such Senior Indebtedness of such Person Debt (including interest (if any)Post-Petition Interest and, accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may beof all Designated Senior Debt, in such bankruptcy proceedingall Obligations with respect thereto) before the Holders of Subordinated Securities and any related Guarantees, if any, shall will be entitled to receive any payment or distribution with respect to the Securities (including payment for the repurchase of principal ofSecurities upon a Change of Control), or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in and until all Obligations with respect of to such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, as the case may be, is are paid in full, in cash or Cash Equivalents, any payment or distribution to which the Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to the holders of the Company's Senior Indebtedness Debt on a pro rata basis (except payments made from the trust described in Section 11.04 and except that Holders of the Securities may receive Reorganization Securities). Upon any Insolvency or Liquidation Proceeding with respect to the Company, any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, to which the Holders or the Subsidiary GuarantorsTrustee would be entitled except for the provisions of this Indenture shall be paid by the Company, as any paying agent or other Person making such payment or distribution, or by the case may beHolders or by the Trustee if received by them, directly to the holders of the Company's Senior Debt (pro rata to such holders on the basis of the amounts of the Obligations due in respect of the Senior Debt held by them) or their representatives, as their interests may appear, except that for application to the payment of all Obligations due in respect of such Holders Senior Debt (including Post- Petition Interest and, in the case of all Designated Senior Debt, all Obligations with respect thereto) until all such Obligations have been paid in full in cash, after giving effect to all other payments or distributions to, or provisions made for, holders of the Company's Senior Debt. (b) A distribution may receive capital stock and consist of cash, securities or other property, by set-off or otherwise. For purposes of this Article 9, the words "cash, securities or other property" shall not include any debt distribution of securities that are subordinated to Senior Indebtedness of the Company or any other corporation provided for in any reorganization proceeding under any Bankruptcy Law if (i) such securities constitute Reorganization Securities, (ii) such distribution was authorized by an order or decree of a court of competent jurisdiction, and (iii) such order gives effect to (and states in such order or decree that effect has been given to) the Subsidiary Guarantors, as the case may be, subordination of such securities to at least the same extent as the Subordinated Securities all Senior Debt of the Company or not paid in full in connection with such reorganization; provided that (a) all such Senior Debt is assumed by the related Guarantee reorganized corporation, and (b) the rights of the holders of any Subsidiary Guarantorsuch Senior Debt are not, respectivelywithout the consent of such holders, altered by such reorganization, which consent shall be deemed to have been given if the holders of such Senior Debt (or their representative), individually or as a class, shall have approved such reorganization. (c) Notwithstanding anything to the contrary in Section 9.02, Holders of Securities may continue to receive payments from the trust established pursuant to Section 11.04.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of Until the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive indefeasible payment in full in cash of such Senior Indebtedness all the Obligations and the termination of such Person (including interest (if any)any commitments to lend under any Permitted Secured Indebtedness, accruing on or after and without limitation to the commencement rights of a proceeding in bankruptcy, whether or not allowed as a claim against the Company Secured Parties under the terms of the Financing Agreements or the Subsidiary Guarantors, as rights of Company under the case may be, System Leases: 3.1 upon the occurrence and during the continuance of any Insolvency Event: 3.1.1 the System Lease Obligations then due and payable shall first be irrevocably and indefeasibly paid in such bankruptcy proceeding) full to the Entitled Party before Holders any of the Subordinated Securities and any related Guarantees, if any, Lenders shall be entitled to receive any payment (other than Reorganization Securities) on account of principal of, or premium, if any, or interest on, the Subordinated Securities from the CompanyIndebtedness whether in cash, securities or other assets (other than Reorganization Securities); 3.1.2 any payment or distribution of assets of Sharyland of any kind or character in respect of the Subordinated Indebtedness to which any of the Subordinated Lenders would be entitled if the Subordinated Indebtedness were not subordinated pursuant to the terms hereof shall be made by the trustee, liquidator or agent or other Person making such related Guarantees from payment or distribution, directly to the Subsidiary GuarantorsEntitled Party until the System Lease Obligations then due and payable are paid in full and each of the Subordinated Lenders and, unless the Company is the Entitled Party, Sharyland irrevocably authorizes and empowers the Entitled Party to receive and collect on its behalf any and all such payments or distributions; and (b) until 3.1.3 the Senior Indebtedness Subordinated Lenders agree not to, directly or indirectly, initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity or priority of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities System Lease Obligations then due and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelypayable.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company in a total or the Subsidiary Guarantors, as the case may be, to creditors, upon a partial liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property or in an assignment for the Subsidiary Guarantors, as the case may bebenefit of creditors, or their respective propertyan arrangement, adjustment, composition or relief of the Company or its debts or any marshalling of the assets and liabilities of the Company: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash or Cash Equivalents of such all Obligations due or to become due with respect to the Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Senior Indebtedness, whether or not allowed as a such interest is an allowable claim against the Company or the Subsidiary Guarantors, as the case may be, in under each such bankruptcy proceeding) and all claims relating thereto before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment or distribution on account of principal ofany Obligations with respect to the Securities or on account of any Claim with respect thereto, other than amounts previously set aside with the Trustee pursuant to Article 8, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantorspayments previously made; and (b2) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, (as the case may be, is provided in subsection (1) above) and all claims relating thereto are paid in full, any payment or distribution, including, without limitation, any 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 to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may beIndebtedness, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of, the Senior Indebtedness to the extent necessary to pay in full in cash or Cash Equivalents all such Senior Indebtedness and all Obligations and claims relating thereto in accordance with the terms thereof, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. The consolidation of the Company with, or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities merger of the Company with or into, another Person or the related Guarantee liquidation or dissolution of any Subsidiary Guarantorthe Company following the sale, respectivelyassignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, Issuer upon a total or partial liquidation or a dissolution of the Company or the Subsidiary Guarantorsreceivership, as the case may be, or in a bankruptcyarrangement, reorganization, insolvency, receivership insolvency or bankruptcy or similar proceeding relating to the Company Issuer or the Subsidiary Guarantors, as the case may be, its property or their respective propertyassets: (ai) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Issuer shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment or distribution of principal ofany kind or character with respect to any Obligations on, or premium, if any, or interest on, relating to the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; andNotes; (bii) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Issuer is paid in fullfull in cash and all commitments to extend credit under Senior Indebtedness have been terminated, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for the subordination provisions of this Article X Indenture shall be made to holders of such Senior Indebtedness on a pro rata basis based on the amount of Senior Indebtedness held by such Holder, except that Holders may receive Permitted Junior Securities; and (iii) if a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holder of Senior Indebtedness of the Company Issuer and pay it over to them on a pro rata basis based on the amount of Senior Indebtedness held by such Holder. In the event of any insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings relative to the Subsidiary GuarantorsIssuer, if any Holder has not filed any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of the Issuer under the Notes held by such Holder within 15 days before the expiration of the time to file the same, then and in such event, but only in such event, the Representatives under any Designated Senior Indebtedness may, as the case may bean attorney-in-fact for such Holder, as their interests may appearfile any claim, except that proof of claim or such Holders may receive capital stock other instrument of similar character on behalf of such Holder, and any debt securities that are subordinated to such Holder, by such Holder’s acceptance of such Holder’s Note, appoints each such Representative of Designated Senior Indebtedness as an attorney-in-fact for such Holder, to so file any claim, proof of claim or such other instrument of similar character. Notwithstanding the Company foregoing, the Holder shall nevertheless retain all rights to enforce and to vote such claim, proof of claim or the Subsidiary Guarantors, other instrument in its capacity as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyHolder.

Liquidation; Dissolution; Bankruptcy. Upon any ------------------------------------- payment or distribution of the assets of the Company or the any Subsidiary Guarantors, as the case may be, Guarantor to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the such Subsidiary Guarantors, as the case may be, Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company such Subsidiary Guarantor or the Subsidiary Guarantors, as the case may be, or their respective its property: (a1) holders of Senior Indebtedness of the Company or any such Subsidiary Guarantor, as the case may be, Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, Securityholders shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or pursuant to any payment in respect Obligations of such related Guarantees from the Subsidiary GuarantorsGuarantor; and (b2) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Guarantor is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees Securityholders would be entitled but for this Article X 12 shall be made to holders of such Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders Securityholders may receive capital shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Senior Indebtedness Indebtedness, and to any debt securities received by holders of the Company or the Senior Indebtedness, of such Subsidiary Guarantors, as the case may beGuarantor, to at least the same extent as the Subordinated Securities Obligations of the Company or the related Guarantee such Subsidiary Guarantor are subordinated to Senior Indebtedness of any such Subsidiary Guarantor, respectively. An issue of Senior Indebtedness will not be deemed to be paid in full unless all outstanding commitments thereunder have been terminated.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantorsany Guarantor whether in cash, as the case may beproperties, to creditorssecurities or otherwise, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, any Guarantor or in a bankruptcy, reorganization, insolvency, 183 71 receivership or similar proceeding relating to the Company or the Subsidiary GuarantorsCompany, as the case may beany Guarantor, or their respective property: (a) , an assignment for the benefit of creditors or any marshaling of the Company's or any Guarantor's assets and liabilities, the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full in cash of all Obligations due in respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, the applicable Senior Debt whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in any such bankruptcy proceeding) before the Holders of Subordinated Securities and any related Guarantees, if any, shall Notes will be entitled to receive any payment with respect to the Notes or under the Subsidiary Guarantee, and until all Obligations with respect to Senior Debt are paid in full in cash, any distribution to which the Holders of principal of, or premium, if any, or interest on, Notes would be entitled shall be made to the Subordinated holders of Senior Debt (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the Company, or trust created pursuant to Article 8 hereof). To the extent any payment in respect of such related Guarantees from the Subsidiary Guarantors; and Senior Debt (b) until the Senior Indebtedness whether by or on behalf of the Company or any Subsidiary GuarantorSubsidiary, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the case may be, is paid in full, any distribution Senior Debt or part thereof originally intended to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X satisfied shall be made deemed to holders of be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness of Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the Company obligations so declared fraudulent, invalid or the Subsidiary Guarantorsotherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company invalidity or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelysetting aside had not occurred.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution (including by exercise of any right of receipt, set-off, combination of accounts or other discharge) to creditors of the assets of the Company or the Subsidiary GuarantorsCompany, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a liquidation, dissolution, winding-up, bankruptcy, administration, reorganization, insolvencyexamination, receivership, administrative receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may beits property, or their respective property: (a) holders in an assignment for the benefit of Senior Indebtedness creditors of the Company or in any Subsidiary Guarantormarshalling of the Company’s assets: (1) holders of all Senior Debt of the Company, as including without limitation lenders under the case may beCredit Agreement and holders of the Private Placement Notes, shall will be entitled to receive irrevocable payment in full in cash of all obligations due (and that become due thereafter) in respect of all such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any proceeding at the rate specified in bankruptcy, such Senior Debt whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, allowable in any such bankruptcy proceeding) before the Trustee or Holders of Subordinated Securities and any related Guarantees, if any, shall Notes will be entitled to receive any payment with respect to the Notes (except that Holders may receive and retain payments made from any defeasance trust referred to in Article VIII if such trust was established prior to the proceedings described above and after the termination of principal of, the Intercreditor Agreement and not in breach of the Credit Agreement and the Private Placement Notes or premium, if any, or interest on, the Subordinated Securities from terms of any other Senior Debt of the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors); and (b2) until the all Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, as the case may be, is has been irrevocably paid in fullfull in cash, any payment or distribution to which the Trustee or Holders of Subordinated Securities and any related Guarantees Notes would be entitled but for the subordination provisions of this Article X shall be made first to the lenders under the Credit Agreement and to holders of the Private Placement Notes (in accordance with the terms of the Intercreditor Agreement) if any Indebtedness is then outstanding thereunder and then to holders of such other Senior Indebtedness Debt of the Company or the Subsidiary Guarantors, as the case may be, as their respective interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets property or securities to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may beits property, or their respective propertyin an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (a1) the holders of Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of all 94 88 Obligations in respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Senior Debt, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, for such interest would be allowed in such bankruptcy proceeding) before the Holders of Subordinated Securities Notes shall be entitled to receive any payment with respect to the Notes and related Obligations (except in each case that Holders of Notes may receive securities that are subordinated at least to the same extent as the Notes to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable deposit does not violate Article 8 or 10 of this Indenture); and (2) until all Obligations with respect to Senior Debt of the Company (as provided in subsection (1) above) are paid in full in cash, any payment or distribution to which the Holders of Notes and the related Subsidiary Guarantees, if any, would be entitled shall be made to holders of Senior Debt of the Company (except that Holders of the Notes and the related Subsidiary Guarantees, if any, may receive securities that are subordinated at least to the same extent as the Notes to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable deposit does not violate Article 8 or 10 of this Indenture). (b) Upon any payment or distribution of property or securities to creditors of a Subsidiary Guarantor, if any, in a liquidation or dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property, or in an assignment for the benefit of creditors or any marshalling of such Subsidiary Guarantor's assets and liabilities: (1) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of all Obligations in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt, whether or not a claim for such interest would be allowed in such proceeding) before the Holders of Notes and the related Subsidiary Guarantees, if any, shall be entitled to receive any payment or distribution with respect to the Subsidiary Guarantee made by such Subsidiary Guarantor (except in each case that Holders of principal of, or premiumNotes and the related Subsidiary Guarantees, if any, may receive securities that are subordinated at least to the same extent as the Notes to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable 95 89 deposit does not violate Article 8 or interest on, the Subordinated Securities from the Company, or any payment in respect 10 of such related Guarantees from the Subsidiary Guarantorsthis Indenture); and (b2) until all Obligations with respect to Senior Debt of such Subsidiary Guarantor (as provided in subsection (1) above) are paid in full in cash, any payment or distribution to which the Holders of Notes and the related Subsidiary Guarantees, if any, would be entitled shall be made to holders of Senior Debt of such Subsidiary Guarantor (except that Holders of Notes and the related Subsidiary Guarantees, if any, may receive securities that are subordinated at least to the same extent as the Notes to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable deposit does not violate Article 8 or 10 of this Indenture). (c) Under the circumstances described in this Section 10.3, the Company, any Subsidiary Guarantor or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making any payment or distribution of cash or other property or securities is authorized or instructed to make any payment or distribution to which the Holders of the Notes and the related Subsidiary Guarantees, if any, would otherwise be entitled (other than securities that are subordinated at least to the same extent as the Notes to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust referred to in the second parenthetical clause of each of clauses (a)(1), (b)(1), (a)(2) and (b)(2) above, which shall be delivered or paid to the Holders of Notes as set forth in such clauses) directly to the holders of the Senior Indebtedness Debt of the Company and any Subsidiary Guarantors, as applicable (pro rata to such holders on the basis of the respective amounts of Senior Debt of the Company and any Subsidiary Guarantor held by such holders), or their Representatives, or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. To the extent any payment of or distribution in respect of Senior Debt (whether by or on behalf of the Company or any Subsidiary Guarantor, if any, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment or distribution is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the case may be, is paid in full, any distribution Senior Debt or part thereof originally 96 90 intended to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X satisfied shall be made deemed to holders of be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness of Debt is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the Company obligation so declared fraudulent, invalid or the Subsidiary Guarantorsotherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company invalidity or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelysetting aside had not occurred.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of Until the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive indefeasible payment in full in cash of such Senior Indebtedness all the Obligations and the termination of such Person (including interest (if any)any commitments to lend under any Permitted Secured Indebtedness, accruing on or after and without limitation to the commencement rights of a proceeding in bankruptcy, whether or not allowed as a claim against the Company Secured Parties under the terms of the Financing Agreements or the Subsidiary Guarantors, as rights of Company under the case may be, System Leases: (a) upon the occurrence and during the continuance of any Insolvency Event: (i) the System Lease Obligations then due and payable shall first be irrevocably and indefeasibly paid in such bankruptcy proceeding) full to the Entitled Party before Holders any of the Subordinated Securities and any related Guarantees, if any, Lenders shall be entitled to receive any payment (other than Reorganization Securities) on account of principal of, or premium, if any, or interest on, the Subordinated Securities from the CompanyIndebtedness whether in cash, securities or other assets (other than Reorganization Securities); (ii) any payment or distribution of assets of Sharyland of any kind or character in respect of such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Subordinated Indebtedness to which any of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees Lenders would be entitled but for this Article X if the Subordinated Indebtedness were not subordinated pursuant to the terms hereof shall be made by the trustee, liquidator or agent or other Person making such payment or distribution, directly to holders of Senior Indebtedness the Entitled Party until the System Lease Obligations then due and payable are paid in full and each of the Subordinated Lenders and, unless the Company is the Entitled Party, Sharyland irrevocably authorizes and empowers the Entitled Party to receive and collect on its behalf any and all such payments or distributions; and CREZ ASSETS LEASE AGREEMENT (iii) the Subsidiary GuarantorsSubordinated Lenders agree not to, as directly or indirectly, initiate, prosecute or participate in any claim, action or other proceeding challenging the case may beenforceability, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness validity or priority of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelySystem Lease Obligations then due and payable.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective property: its property (ai) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full in cash of such the principal of and interest to the date of payment on, together with any premium or other amounts required to be paid in respect of, the Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) Debt before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary GuarantorsDebt; and and (bii) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt is paid in fullfull in cash, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X Twelve shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, Debt as their interests interest may appear, except that such Debenture Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, Debt to at least the same extent as the Subordinated Securities Debentures. The holders of the Senior Debt are irrevocably authorized and empowered, in the event of such liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the related Guarantee Company, to demand, sue for, collect and receive every such payment or distributiox referred to above, give acquittance therefore, file claims and proofs of claim in any Subsidiary Guarantorstatutory or non-statutory proceeding, respectivelyvote such claims in any such proceeding and take such other actions, in the name of the holders of the Senior Debt or in the name of the Holders or otherwise, as the holders of the Senior Debt may deem necessary or advisable for the enforcement of the provisions of this Article Twelve. The Holders agree, in the event of such liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company, to take such action as may be reasonably requested at any time and from time to time by the holders of the Senior Debt to collect the Subordinated Debt for the account of the holders of the Senior Debt and to file appropriate proofs of claim in respect thereof and to execute and deliver such powers of attorney, assignments or other instruments as the holders of the Senior Debt may reasonably request in order to enable the holders of the Senior Debt to enforce any and all claims upon or in respect of the Subordinated Debt and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Debt. Any and all monies so collected or received by the holders of the Senior Debt shall be retained indefeasibly by the holders of the Senior Debt for application to the Senior Debt until the Senior Debt is fully, finally and irrevocably paid. In no event shall the holders of the Senior Debt be liable to the Holders for any failure to prove any Subordinated Debt, to exercise any right with respect thereto or to collect any sums payable thereon.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshaling of the case may be, or their respective propertyCompany's assets and liabilities: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall Debt will be entitled to receive payment in full of all Obligations due in cash respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any bankruptcy proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingapplicable Senior Debt) before the Holders of Subordinated Securities and any related Guarantees, if any, shall will be entitled to receive or retain any payment or distribution of principal of, any kind or premium, if any, or interest on, character with respect to the Subordinated Securities from the Company, or any payment in respect (except that Holders of such related Guarantees from the Subsidiary Guarantors; andSecurities may receive and retain Permitted Junior Securities); (b2) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, Debt (as the case may be, is provided in clause (1) above) are paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall XIV will be made to holders of Senior Indebtedness Debt (except that Holders of the Company or the Subsidiary Guarantors, as the case Securities may bereceive and retain Permitted Junior Securities), as their interests may appear; and (3) in the event that, except that such Holders may receive capital stock and notwithstanding the foregoing provisions of this Section 14.2, the Trustee or any debt securities that are subordinated to Senior Indebtedness Holder of any Securities shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of Obligations with respect to the Subsidiary GuarantorsSecurities (except that Holders of Securities may receive and retain Permitted Junior Securities) before all Senior Debt is paid in full, as then and in such event such payment or distribution shall be paid over or delivered forthwith to the case may betrustee in bankruptcy, to at least the same extent as the Subordinated Securities receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all such Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full after giving effect to any concurrent payment or distribution to or for the related Guarantee holders of any Subsidiary Guarantor, respectivelysuch Senior Debt.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company Issuer or the Subsidiary GuarantorsCo-Issuer to creditors upon (i) a total or partial liquidation, as the case may bedissolution or winding up of such Co-Issuer, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in (ii) a bankruptcy, reorganization, insolvency, insolvency receivership or similar proceeding relating to the Company Issuer or the Subsidiary Guarantors, as the case may be, Co-Issuer or their respective propertyassets, (iii) an assignment for the benefit of creditors or (iv) any marshalling of such Co-Issuer’s assets and liabilities: (ai) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Co-Issuers shall be entitled to receive payment in full in cash or cash equivalents of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment or distribution of principal ofany kind or character with respect to any Obligations on, or premium, if any, or interest onrelating to, the Subordinated Securities from the Company, or any payment Notes (other than in respect of such related Guarantees from the Subsidiary GuarantorsPermitted Junior Securities); and (bii) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Co-Issuers is paid in fullfull in cash, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for the subordination provisions of this Article X 12 shall be made to holders of such Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and Permitted Junior Securities. To the extent any debt securities that are subordinated to payment of Senior Indebtedness of the Company Co-Issuers (whether by or on behalf of either of the Subsidiary GuarantorsCo-Issuers, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receiver- ship, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person, the case may be, to at least the same extent as the Subordinated Securities Senior Indebtedness of the Company Co-Issuers or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the related Guarantee reasons described in the preceding sentence) of either of the Co-Issuers’ obligations to make any distribution or payment pursuant to any Senior Indebtedness of the Co-Issuers, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Indebtedness of the Co-Issuers in cash, shall have no force or effect for purposes of the subordination provisions contained in this Article 12, with any turnover of payments as otherwise calculated pursuant to this Article 12 to be made as if no such diminution had occurred. The Co-Issuers shall promptly give written notice to the Trustee of any Subsidiary Guarantorsuch dissolution, respectivelywinding-up, liquidation, or reorganization of the Issuer or Co-Issuer, as applicable; provided that any delay or failure to give such notice shall have no effect on the subordination provisions contained in this Article 12.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the a Subsidiary Guarantors, as the case may be, to creditors, Guarantor upon a liquidation total or a partial liquidation, dissolution or winding up of the Company or the such Subsidiary Guarantors, as the case may be, Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company such Subsidiary Guarantor or the Subsidiary Guarantorsits property (each such event, if any, herein sometimes referred to as the case may be, or their respective property:a "Proceeding"): ---------- (a) holders of Senior Indebtedness of the Company or any such Subsidiary Guarantor, as the case may be, Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be are entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment by such Subsidiary Guarantor in respect of such related Guarantees from the its Subsidiary GuarantorsGuaranty; and (b) until the all Senior Indebtedness of the Company or any such Subsidiary Guarantor, as the case may be, Guarantor is paid in fullfull in cash, any distribution made by or on behalf of such Subsidiary Guarantor to which the Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to the holders of Senior Indebtedness of the Company or the such Subsidiary Guarantors, as the case may beGuarantor, as their interests may appear, except that such Holders of Securities may receive capital and all retain shares of stock and any debt securities that are subordinated to Senior Indebtedness of the Company Subsidiary Guarantor (and to all debt securities issued in replacement of or the Subsidiary Guarantors, as the case may be, exchange for such Senior Indebtedness) to at least the same extent as the Subordinated Securities Securities; provided that no Holder of the Company Securities -------- shall have the right to receive and retain any such junior securities if the existence of such right would have the effect of causing the Securities to be treated in the same class of claims as the Senior Indebtedness of the Subsidiary Guarantor or the related Guarantee any class of any claims which is pari passu with such Senior Indebtedness. For purposes of this Section "paid in full" or "payment in full", as used with ------------ --------------- respect to Senior Indebtedness of a Subsidiary Guarantor, respectivelymeans the receipt of cash in payment of the principal amount of such Senior Indebtedness and premium, if any, on and interest thereon (including any interest thereon (including any interest thereon accruing after the commencement of any Proceeding) to the date of such payment. The consolidation of a Subsidiary Guarantor with, or the merger of such Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the sale, conveyance, assignment, lease or transfer of all or substantially all of its Property or assets to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by sale, conveyance, assignment, lease or transfer such Property or assets, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance, assignment, lease or transfer, comply with the conditions set forth in Article 5.

Liquidation; Dissolution; Bankruptcy. Upon (a) The holders of Senior Debt will be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Debt (including interest after the commencement of any payment bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not such interest is an allowed or allowable claim under applicable law) before the holders of Senior Subordinated Notes will be entitled to receive any Subordinated Note Payments (other than Permitted Junior Securities) on or with respect to the Senior Subordinated Notes, in the event of any distribution to creditors of the assets Issuers: (1) in a total or partial liquidation, dissolution or winding up of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or Issuers; (2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company Issuers or their property; (3) in an assignment for the benefit of creditors; or (4) in any marshalling of the Issuers' assets and liabilities. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Issuers, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent that the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets or securities of the Issuers of any kind or character, whether in cash, property, securities or otherwise, to which the Holders or the Subsidiary Guarantors, as the case may be, or their respective property: (a) holders of Senior Indebtedness Trustee on behalf of the Company or any Subsidiary GuarantorHolders would be entitled, as the case may bebut for this Section 10.02, shall be entitled made by the Issuers or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution for the Holders or the Trustee prior to receive payment in full in cash or cash equivalents of all Senior Debt, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (proportionately to such holders on the basis of the respective amount 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 Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case Debt may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be110 have been issued, as their respective interests may appear, except that to the extent necessary to pay all such Holders may receive capital stock and Senior Debt in full in cash or cash equivalents, after giving effect to any debt securities that are subordinated concurrent payment, distribution or provision therefore to or for the holders of such Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyDebt.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may beits property, or their respective propertyin an assignment for the benefit of creditors or any marshaling of the Company's assets and liabilities: (a1) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full of all Obligations due in cash respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingapplicable Senior Debt) before the Holders of Subordinated Securities and any related Guarantees, if any, Notes shall be entitled to receive any payment with respect to the Notes (except that Holders of principal ofNotes may receive (i) securities that are subordinated to at least the same extent as the Notes to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt, provided that the operation of this clause (b) shall not cause the Notes to be treated in any case or premium, if any, proceeding or interest on, similar event described in this Section 10.03 in the Subordinated Securities from same class of claims as the Company, Senior Debt or any class of claims pari passu with the Senior Debt for any payment in respect of such related Guarantees or distribution and (ii) payments and other distributions made from the Subsidiary Guarantorsany defeasance trust created pursuant to Section 8.01 hereof); and (b2) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, Debt (as the case may be, is provided in subsection (1) above) are paid in full, any distribution to which the Holders of Subordinated Securities and any related Guarantees Notes would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, Debt (except that such Holders of Notes may receive capital stock and any debt (i) securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least to the same extent as the Subordinated Securities Notes to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt, provided that the operation of this clause (b) shall not cause the Notes to be treated in any case or proceeding or similar event described in this Section 10.03 in the same class of claims as the Senior Debt or any class of claims pari passu with the Senior Debt for any payment or distribution and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof). Under the circumstances described in this Section 10.03, the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person making any payment or distribution of cash or other property is authorized or instructed to make any payment or distribution to which the related Guarantee Holders of the Notes would otherwise be entitled (other than the securities and payments made from any Subsidiary Guarantordefeasance trust referred to in the second parenthetical clause of each of clauses (1) and (2) above, respectivelywhich shall be delivered or paid to the Holders of Notes as set forth in such clauses) directly to the holders of the Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives, or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, any Guarantor to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the Subsidiary Guarantors, as the case may be, any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company any Guarantor or the Subsidiary Guarantors, as the case may be, or their respective propertyits properties: (a1) holders of Guarantor Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, such Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents of such all Guarantor Senior Indebtedness of such Person Guarantor (including interest (if any)accruing after, accruing on or after which would accrue but for, the commencement of a any proceeding at the rate specified in bankruptcythe applicable Guarantor Senior Indebtedness, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in for such bankruptcy proceedinginterest would be allowed) before Holders of Subordinated Securities and any related Guarantees, if any, Securityholders shall be entitled to receive any payment of principal of, or premium, if any, of or interest on, on or other amounts with respect to the Subordinated Securities from the Company, or any payment in respect of such related Notes Guarantees from the Subsidiary Guarantorsany Guarantor; and (b2) until the Guarantor Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, such Guarantor is paid in fullfull in cash or Cash Equivalents, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees Securityholders would be entitled but for this Article X ARTICLE XII shall be made to holders of Guarantor Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may besuch Guarantor, as their respective interests may appear, except that such Holders the holders of the Securities may receive capital stock and any debt Capital Stock (other than Disqualified Stock) issued by the Company to pay interest on the Securities or issued in exchange for the Securities, (ii) securities that substantially identical to the Securities issued by the Company in payment of interest thereon or (iii) securities issued by the Company which are subordinated to Guarantor Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least to the same extent as the Subordinated Securities and having an Average Life at least equal to the remaining Average Life of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelySecurities.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, Issuer to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the Subsidiary Guarantors, as the case may be, Issuer or in a bankruptcy, reorganization, insolvency, receivership insolvency or bankruptcy of or similar proceeding relating to the Company Issuer or the Subsidiary Guarantors, as the case may be, or their respective its property: (ai) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Issuer shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment or distribution of principal ofany kind or character with respect to any Obligations on, or premium, if any, or interest onrelating to, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary GuarantorsNotes; and (bii) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Issuer is paid in fullfull in cash, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for the subordination provisions of this Article X 10 shall be made to holders of such Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and Permitted Junior Securities. To the extent any debt securities that are subordinated to payment of Senior Indebtedness of the Company Issuer (whether by or on behalf of the Subsidiary GuarantorsIssuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person, the case may be, to at least the same extent as the Subordinated Securities Senior Indebtedness of the Company Issuer or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the related Guarantee reasons described in the preceding sentence) of the Issuer’s obligation to make any distribution or payment pursuant to any Senior Indebtedness of the Issuer, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Indebtedness of the Issuer in cash, shall have no force or effect for purposes of the subordination provisions contained in Article 10, with any turnover of payments as otherwise calculated pursuant to this Article 10 to be made as if no such diminution had occurred. The Issuer shall promptly give written notice to the Trustee of any Subsidiary Guarantorsuch dissolution, respectivelywinding-up, liquidation, or reorganization of the Issuer; provided that any delay or failure to give such notice shall have no effect on the subordination provisions contained in this Article 10.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshalling of the case may be, or their respective propertyCompany's assets and liabilities: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full in cash or Cash Equivalents of all outstanding Obligations in respect of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) Debt before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, or interest on, distribution with respect to the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; and Notes (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities Notes to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt; provided that such securities paid or distributed to the holders of the Company Notes are authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the related Guarantee subordination of the Notes to the Senior Debt and the provisions of this clause, and made by a court of competent juris diction in a reorganization proceeding under any Subsidiary Guarantorapplicable bankruptcy law); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in full in cash or Cash Equivalents, respectivelyany payment or distribution to which Holders would be entitled but for this Article shall be made to holders of Senior Debt (except that Holders may receive securities that are subordinated to at least the same extent as the Notes to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt; provided that such securities paid or distributed to the holders of the Notes are authorized by an order or decree giving effect, and stating in such order or decree that effect is given to the subordination of the Notes to the Senior Debt and the provisions of this clause, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the any Subsidiary Guarantors, as the case may be, Guarantor to creditors, creditors upon a any liquidation or a dissolution or winding up of such Guarantor or upon any assignment for the Company benefit of creditors or the marshalling of assets for such Subsidiary Guarantors, as the case may be, Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company such Subsidiary Guarantor or the Subsidiary Guarantors, as the case may be, or their respective its property: (a1) holders of Senior Indebtedness of the Company or any such Subsidiary Guarantor, as the case may be, Guarantor shall be entitled to receive payment in full in cash of all Obligations with respect to such Senior Indebtedness of such Person (including all interest (if any), accruing on or after subsequent to the commencement filing of a proceeding petition in bankruptcybankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed as a claim against the Company under applicable law) in cash or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) cash equivalents before Holders of Subordinated Securities and any related Guarantees, if any, Securityholders shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or distribution with respect to any payment in respect Obligations of such related Guarantees from the Subsidiary Guarantors; andGuarantor; (b2) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is Guarantor are paid in fullfull in cash or cash equivalents, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees Securityholders would be entitled but for this Article X 12 shall be made to holders of such Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that Securityholders may, in any proceeding of the type described in Section 12.02 with respect to such Holders Guarantor, receive securities of the Company as provided in clause (2) of Section 10.02, which, in the case of debt securities of the Company, may be guaranteed by the Subsidiary Guarantors on substantially the same basis as provided in Article 11, so long as such guarantees are expressly subordinated to all Senior Indebtedness at least to the same extent as provided in this Article 12. Securityholders may receive capital shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Senior Indebtedness Indebtedness, and to any debt securities received by holders of the Company or the Senior Indebtedness, of such Subsidiary Guarantors, as the case may be, Guarantor to at least the same extent as the Subordinated Securities Obligations of such Subsidiary Guarantor are subordinated to Senior Indebtedness of such Subsidiary Guarantor to the payment of all Senior Indebtedness of the Company and which, in any case, do not mature or become subject to a mandatory redemption obligation prior to the related Guarantee maturity of any the Securities; and (3) if a distribution is made to the Securityholders that, due to the subordination provisions of this Article 12, should not have been made to them, such Securityholders are required to hold it in trust for the holders of Senior Indebtedness of the Subsidiary Guarantor, respectivelyGuarantors and pay it over to them as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, creditors upon a total or partial liquidation or a total or partial dissolution or winding up of the Company or upon any assignment for the Subsidiary Guarantors, as benefit of creditors or marshalling of assets of the case may be, Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantorsits property, as the case may be, whether voluntary or their respective propertyinvoluntary: (a1) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of all Obligations with respect to such Senior Indebtedness of such Person (including all interest (if any), accruing on or after subsequent to the commencement filing of a proceeding petition in bankruptcybankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingunder applicable law) before Holders of Subordinated Securities and any related Guarantees, if any, Securityholders shall be entitled to receive any payment of principal of, or premium, if any, or interest on, distribution with respect to the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary GuarantorsSecurities; and (b2) until the all Obligations with respect to such Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is are paid in fullfull in cash, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees Securityholders would be entitled but for this Article X 11 shall be made to holders of such Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders Securityholders may receive capital stock and receive, in exchange for the Securities in any debt proceeding of the type described above in this Section 11.02, (x) equity securities that are subordinated to Senior Indebtedness of the Company which, in any case, do not provide for any mandatory redemption or similar retirement prior to the Subsidiary Guarantors, as maturity of the case may be, Securities or (y) unsecured debt securities of the Company which are subordinated to at least the same extent as the Subordinated Securities to the payment of all Senior Indebtedness of the Company and which, in any case, do not mature or become subject to a mandatory redemption obligation prior to the related Guarantee maturity of any Subsidiary Guarantor, respectivelythe Securities.

Liquidation; Dissolution; Bankruptcy. Upon Upon (a) any payment or distribution to creditors of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon any Guarantor in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property or (b) an assignment for the Company benefit of creditors or the Subsidiary Guarantors, as the case may be, or their respective propertyany marshaling of such Guarantor's assets and liabilities: (ai) the holders of Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, as the case may be, such Guarantor shall be entitled to receive payment in full of all Obligations due in cash respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcyany such proceeding, whether or not allowed as a claim against allowed, at the Company rate specified in the applicable Senior Debt) in cash or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) Cash Equivalents before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, or interest on, with respect to the Subordinated Securities from the Company, or any payment in respect Guarantee Obligations of such related Guarantees from the Subsidiary GuarantorsGuarantor (except that Holders may receive and retain Permitted Junior Securities); and (bii) until the all Obligations with respect to Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, such Guarantor (as the case may be, is provided in clause (i) above) are paid in full, any distribution to which the Holders of Subordinated Securities and any related Guarantees would be entitled with respect to the Guarantee Obligations of such Guarantor but for this Article X XI shall be made to holders of Senior Indebtedness Debt of such Guarantor (except that the Company Holders may receive and retain Permitted Junior Securities), as their interests may appear to the extent necessary to make payment in full on all Obligations with respect to such Senior Debt remaining unpaid, after giving effect to all concurrent payments or distributions to the holders of such Senior Debt. The consolidation of any Guarantor with, or the Subsidiary Guarantorsmerger of any Guarantor into, another Person or the liquidation or dissolution of any Guarantor following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in the Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or into which such Guarantor is merged or the Person which acquires by conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantorsshall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the case may be, to at least conditions set forth in the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyIndenture.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may beits property, or their respective propertyin an assignment for the benefit of creditors or any marshaling of the Company's assets and liabilities: (a1) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full of all Obligations due in cash respect of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingapplicable Senior Indebtedness) before the Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment with respect to the Securities (except that Holders of principal ofSecurities may receive (i) securities that are subordinated to at least the same extent as the Securities to (a) Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness, provided that the operation of this clause (b) shall not cause the Securities to be treated in any case or premium, if any, proceeding or interest on, similar event described in this Section 14.3 in the Subordinated Securities from same class of claims as the Company, Senior Indebtedness or any class of claims pari passu with the Senior Indebtedness for any payment in respect of such related Guarantees or other distribution and (ii) payments and other distributions made from the Subsidiary Guarantorsany defeasance trust created pursuant to Article XII hereof); and (b2) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, (as the case may be, is provided in subsection (1) above) are paid in full, any distribution to which the Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, (except that such Holders of Securities may receive capital stock and any debt (i) securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least to the same extent as the Subordinated Securities to (a) Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness, provided that the operation of this clause (b) shall not cause the Securities to be treated in any case or proceeding or similar event described in this Section 14.3 in the same class of claims as the Senior Indebtedness or any class of claims pari passu with the Senior Indebtedness for any payment or other distribution and (ii) payments and other distributions made from any defeasance trust created pursuant to Article XII hereof). Under the circumstances described in this Section 14.3, the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making any payment or distribution of cash or other property is authorized or instructed to make any payment or distribution to which the related Guarantee Holders of the Securities would otherwise be entitled (other than the distributions made in subordinated securities or from any defeasance trust referred to in the second parenthetical clause of each of clauses (1) and (2) above, which shall be delivered or paid to the Holders of Securities as set forth in such clauses) directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their Representatives, as their respective interests appear, to the extent necessary to pay all such Senior Indebtedness in full, after giving effect to any concurrent payment or other distribution or provision therefor to or for the holders of such Senior Indebtedness. To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any Subsidiary Guarantorright of setoff or otherwise) is declared 90 105 to be fraudulent or preferentially set aside or required to be paid to any receiver, respectivelytrustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then to the extent permitted by law the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, creditors upon a total or partial liquidation or a total or partial dissolution or winding up of the Company or upon any assignment for the Subsidiary Guarantors, as benefit of creditors or marshalling of assets of the case may be, Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantorsits property, as the case may be, whether voluntary or their respective propertyinvoluntary: (a1) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of all Obligations with respect to such Senior Indebtedness of such Person (including all interest (if any), accruing on or after subsequent to the commencement filing of a proceeding petition in bankruptcybankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingunder applicable law) before Holders of Subordinated Securities and any related Guarantees, if any, Securityholders shall be entitled to receive any payment of principal of, or premium, if any, or interest on, distribution with respect to the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary GuarantorsSecurities; and (b2) until the all Obligations with respect to such Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is are paid in fullfull in cash, any 87 payment or distribution to which Holders of Subordinated Securities and any related Guarantees Securityholders would be entitled but for this Article X 10 shall be made to holders of such Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders Securityholders may receive capital stock and receive, in exchange for the Securities in any debt proceeding of the type described above in this Section 10.02, (x) equity securities that are subordinated to Senior Indebtedness of the Company which, in any case, do not provide for any mandatory redemption or similar retirement prior to the Subsidiary Guarantors, as maturity of the case may be, Securities or (y) unsecured debt securities of the Company which are subordinated to at least the same extent as the Subordinated Securities to the payment of all Senior Indebtedness of the Company and which, in any case, do not mature or become subject to a mandatory redemption obligation prior to the related Guarantee maturity of any Subsidiary Guarantor, respectivelythe Securities.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company Issuers or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company Issuers or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company Issuers or the Subsidiary Guarantors, as the case may be, or their respective property: (a) (holders of Senior Indebtedness of the Company Issuers or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company Issuers or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Debt Securities and any related Guarantees, if any, Guarantee shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Debt Securities from the CompanyIssuers, or any payment in respect of such related Guarantees the Guarantee from the Subsidiary Guarantors; and (b) until the Senior Indebtedness of the Company Issuers or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Debt Securities and any related Guarantees Guarantee would be entitled but for this Article X XII shall be made to holders of Senior Indebtedness of the Company Issuers or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company Issuers or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Debt Securities of the Company Issuers or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshaling of the case may be, or their respective propertyCompany's assets and liabilities: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full of all Obligations due in cash respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, whether the applicable Senior Debt) in cash or not allowed as a claim against other payment satisfactory to the Company or holders of the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) Senior Debt before Holders holders of Convertible Subordinated Securities and any related Guarantees, if any, Notes shall be entitled to receive any payment of principal of, or premium, if any, or interest on, with respect to the Convertible Subordinated Securities from Notes (except that the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders Convertible Subordinated Notes may receive capital stock and any debt (i) securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Convertible Subordinated Securities Notes to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any trust created pursuant to Section 8.01 hereof); and (2) until all Senior Debt is paid in full in cash or other payment satisfactory to the holders of the Company or Senior Debt, any distribution to which holders of Convertible Subordinated Notes would be entitled but for this Article 11 shall be made to holders of Senior Debt (except that holders of Convertible Subordinated Notes may receive securities that are subordinated to at least the related Guarantee of same extent as the Convertible Subordinated Notes to (a) Senior Debt and (b) any Subsidiary Guarantorsecurities issued in exchange for Senior Debt), respectivelyas their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshalling of the case may be, or their respective propertyCompany's assets and liabilities: (a) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall Debt will be entitled to receive payment in full in cash or Marketable Securities of all Obligations due in respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Senior Debt, whether or not allowed such interest is allowable as a claim against the Company or the Subsidiary Guarantors, as the case may be, in any such bankruptcy proceeding) before the Holders of Subordinated Securities and any related Guarantees, if any, shall Notes will be entitled to receive any payment with respect to the Notes (except that Holders of principal of, or premium, if any, or interest on, the Subordinated Notes may receive (i) Permitted Junior Securities and any other Permitted Junior Securities issued in exchange for any Permitted Junior Securities and (ii) payments and other distributions made from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantorsdefeasance trust created pursuant to Article 8 hereof); and (b) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is Debt are paid in fullfull in cash or Marketable Securities, any distribution to which the Holders of Subordinated Securities and any related Guarantees Notes would be entitled but for this Article X shall be made to the holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, Debt (except that such Holders of Notes may receive capital stock (i) Permitted Junior Securities and any debt securities that are subordinated other Permitted Junior Securities issued in exchange for any Permitted Junior Securities and (ii) payments and other distributions made from the defeasance trust created pursuant to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyArticle 8 hereof).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a reorganization, bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its properties or an assignment for the Subsidiary Guarantors, as benefit of creditors or marshalling of the case may be, Company's assets or their respective propertyliabilities: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash or Cash Equivalents of such all Senior Indebtedness of such Person (including interest (if any)accruing after, accruing on or after which would accrue but for, the commencement of a any proceeding at the rate specified in bankruptcythe applicable Senior Indebtedness, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in for such bankruptcy proceedinginterest would be allowed) before Holders of Subordinated Securities and any related Guarantees, if any, Securityholders shall be entitled to receive any payment of principal of, or premium, if any, of or interest on, on or other amounts with respect to the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; and (b2) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in fullfull in cash or Cash Equivalents, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees Securityholders would be entitled but for this Article ARTICLE X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may beIndebtedness, as their respective interests may appear, except that such Holders the holders of the Securities may receive capital stock and any debt Capital Stock (other than Disqualified Stock) issued by the Company to pay interest on the Securities or issued in exchange for the Securities, (ii) securities that substantially identical to the Securities issued by the Company in payment of interest thereon or (iii) securities issued by the Company which are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least to the same extent as the Subordinated Securities and having an Average Life at least equal to the remaining Average Life of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelySecurities.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company an Issuer or the Subsidiary Guarantors, as the case may be, to creditors, Guarantor upon a total or partial liquidation or a dissolution or reorganization of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Issuer or its property, the Company or the Subsidiary Guarantors, as the case may be, or their respective property: (a) holders of Senior Indebtedness of the Company such Issuer or any Subsidiary Guarantor, as the case may be, shall Guarantor will be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after before the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be Noteholders are entitled to receive any payment of principal offrom such Issuer, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in respect of and until such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees Noteholders would be entitled but for this Article X shall the subordination provisions of the Indenture will be made to holders of such Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, appear except that such Holders Noteholders may receive capital shares of stock (other than any shares of stock which, by their terms or the terms of any security into which they are convertible or for which they are exchangeable, or upon the happening of any event, mature or are mandatorily redeemable or are redeemable at the option of the holder thereof, in whole or in part) and any debt securities that are subordinated to such Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities Notes; provided that such stock and debt securities are provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy, insolvency or other similar law. If a distribution is made toNoteholders that, due to the subordination provisions, should not have been made to them, such Noteholders are required to hold it in trust for the holders of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyrelevant Senior Indebtedness and pay it over to them as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon In the event of any payment or distribution Proceeding involving any Credit Party prior to the Payment in Full of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective propertySenior Debt: (a) holders All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to any Subordinated Creditor on account of Senior Indebtedness Subordinated Debt, except in the case of liquidation of the Company Collateral, in which case the proceeds from the liquidation of the Collateral shall be paid first to the Subordinated Creditors until Payment in Full of the Subordinated Debt. (b) Except as set forth below, any Distribution, whether in cash which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lender (to be held and/or applied by Senior Lender in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full; provided, however that Distributions constituting proceeds from the liquidation of the Collateral, in which case the proceeds from the liquidation of the Collateral shall be paid first to the Subordinated Creditors until Payment in Full of the Subordinated Debt. Each Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lender, for the benefit of the Senior Lender, for application to the Senior Debt until Payment in Full of all Senior Debt. Each Subordinated Creditor also irrevocably authorizes and empowers Senior Lender, in the name of such Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Each Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any Subsidiary GuarantorLiens securing the Senior Debt. (d) Each Subordinated Creditor agrees to execute, as verify, deliver and file any proofs of claim in respect of the case may beSubordinated Debt reasonably requested by Senior Lender in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Senior Lender his agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of such Subordinated Creditor promptly to do so prior to 15 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of such Subordinated Creditor to do so prior to 10 days before the expiration of the time to vote any such claim; provided Senior Lender shall not have any obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Senior Lender votes any claim in accordance with the authority granted hereby, no Subordinated Creditor shall be entitled to receive payment change or withdraw such vote. (e) This Agreement shall constitute a “subordination agreement” for the purposes of Section 510(a) of the Bankruptcy Code and shall be enforceable in full any Proceeding in cash accordance with its terms. The Senior Debt shall continue to be treated as Senior Debt and the provisions of such this Agreement shall continue to govern the relative rights and priorities of Senior Indebtedness Lender and Subordinated Creditors even if all or part of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company Senior Debt or the Subsidiary GuarantorsLiens securing the Senior Debt are subordinated, as the case may beset aside, avoided, invalidated or disallowed in connection with any such bankruptcy proceeding) before Holders of Subordinated Securities Proceeding, and any related Guarantees, if any, this Agreement shall be entitled to receive reinstated if at any time any payment of principal of, any of the Senior Debt is rescinded or premium, if any, or interest on, the Subordinated Securities from the Company, must otherwise be returned by any holder of Senior Debt or any payment in respect representative of such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyholder.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the Subsidiary Guarantorsbenefit of creditors or any marshalling of the Company's assets and liabilities, as the case may be, or their respective property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall and Senior Subordinated Debt will be entitled to receive payment in full of all Obligations due in cash respect of such Senior Indebtedness of such Person and Senior Subordinated Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Senior and Senior Subordinated Debt, whether or not allowed or allowable as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before the Holders of Subordinated Securities and any related Guarantees, if any, shall will be entitled to receive any payment of principal of, or premium, if any, or interest on, with respect to the Securities and until all Obligations with respect to Senior and Senior Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is Debt are paid in full, any distribution to which the Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to the holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, and Senior Subordinated Debt (except that such Holders may receive capital stock and any debt securities that (i) are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Securities to Senior and Senior Subordinated Debt and any securities issued in exchange for Senior and Senior Subordinated Debt, (ii) are unsecured (except to the extent the Securities are secured), (iii) are not Guaranteed by any Subsidiary of the Company (except to the extent the Securities are so Guaranteed), and (iv) have a Weighted Average Life to Maturity and final maturity that are not shorter than the Weighted Average Life to Maturity of the Securities or any securities issued to Holders of Senior and Senior Subordinated Debt under the related Guarantee Credit Facility pursuant to a plan of any Subsidiary Guarantor, respectivelyreorganization or readjustment.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of any of the Company or the Subsidiary Guarantors, as the case may be, Guarantors to creditors, creditors (i) upon a liquidation or a dissolution of any of the Company or the Subsidiary Guarantors, as the case may be, Guarantors or (ii) in a bankruptcy, reorganization, insolvency, receivership receivership, or similar proceeding relating to any of the Company or the Subsidiary Guarantors, as the case may be, Guarantors or their respective its property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or any of the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Debt Securities and any related Guarantees, if any, Guarantee shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Debt Securities from the Company, or any payment in respect of such related Guarantees the Guarantee from the Subsidiary Guarantors; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Debt Securities and any related Guarantees Guarantee would be entitled but for this Article X XII shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of any of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Debt Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution distribution, whether of cash, securities or other property, to creditors of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon Issuer in a liquidation (total or a partial), reorganization or dissolution of the Company Issuer, whether voluntary or the Subsidiary Guarantors, as the case may beinvoluntary, or in a bankruptcy, reorganization, insolvency, receivership receivership, assignment for the benefit of creditors, marshalling of assets or similar proceeding relating to the Company Issuer or the Subsidiary Guarantors, as the case may be, or their respective its property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full full, in cash or cash equivalents, of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in other distribution with respect of such related Guarantees from to, the Subsidiary GuarantorsSecurities; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in fullfull as provided in clause (a) above, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X 11 shall be made to the holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear; except, except that such in each case, that, notwithstanding any other provision of this Indenture, Holders shall be entitled to receive all payments or distributions with respect to the Collateral and any Collateral Proceeds and also may receive capital shares of stock and any debt securities that are expressly subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent and pursuant to the same or more stringent terms as are the Subordinated Securities and have an average life to stated maturity no shorter than the average life to stated maturity of the Company Securities. Upon any distribution of assets of the Issuer referred to in this Section 11.2, the Trustee and the Holders shall be entitled to conclusively rely upon any order or the related Guarantee decree of any Subsidiary Guarantora court of competent jurisdiction in which such bankruptcy, respectively.reorganization, insolvency, receivership, assignment for the

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets cash, securities or other property of the Company to creditors upon any Insolvency or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating Liquidation Proceeding with respect to the Company or Company, the Subsidiary Guarantors, as the case may be, or their respective property: (a) holders of any Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall will be entitled to receive payment in full in cash of such all Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingPost-Petition Interest) before Holders the holders of Subordinated Securities and any related Guarantees, if any, shall the Note Indebtedness will be entitled to receive any payment or distribution of principal ofassets of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property, or premiumother securities (other than in Reorganization Securities) on account of the Note Indebtedness and until all Senior Indebtedness is paid in full in cash, if any, any payment or interest on, distribution (other than in Reorganization Securities) on account of the Subordinated Securities from Note Indebtedness to which the holders of the Note Indebtedness would be entitled shall be made to the holders of the Senior Indebtedness on a pro rata basis. Upon any Insolvency or Liquidation Proceeding with respect to the Company, or any payment or distribution (other than in respect Reorganization Securities), to which the holders of such related Guarantees from the Subsidiary Guarantors; and (b) until Note Indebtedness would be entitled on account of the Senior Note Indebtedness but for the provisions of this Section 10 shall be paid by the Company or any Subsidiary Guarantor, as any other Person making such payment or distribution, or by the case may beholders of the Note Indebtedness if received by them, is paid in full, any distribution directly to which Holders the holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made the Senior Indebtedness (pro rata to such holders on the basis of the amounts of Senior Indebtedness of the Company held by them) or the Subsidiary Guarantors, as the case may betheir Representative, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated for application to the payment of all outstanding Senior Indebtedness until all such Senior Indebtedness has been paid in full in cash, after giving effect to all other payments or distributions to, or provisions made for, holders of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelySenior Indebtedness.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the any Subsidiary Guarantors, as the case may be, Guarantor to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the any Subsidiary Guarantors, as the case may be, Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to any Subsidiary Guarantor or its properties or an assignment for the Company benefit of creditors or marshalling of the Subsidiary Guarantors, as the case may be, or their respective propertyCompany’s assets and liabilities: (a1) holders of Guarantor Senior Indebtedness of the Company or any such Subsidiary Guarantor, as the case may be, Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents of such all Guarantor Senior Indebtedness of such Person Subsidiary Guarantor (including interest (if any)accruing after, accruing on or after which would accrue but for, the commencement of a any proceeding at the rate specified in bankruptcythe applicable Guarantor Senior Indebtedness, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in for such bankruptcy proceedinginterest would be allowed) before Holders of Subordinated Securities and any related Guarantees, if any, Securityholders shall be entitled to receive any payment or distribution of principal of, or premium, if any, of or interest on, on or other amounts with respect to the Subordinated Securities from the Company, or any payment in respect of such related Subsidiary Guarantees from the any Subsidiary GuarantorsGuarantor (except, in each case, that holders of Securities may receive and retain Permitted Junior Securities and payments made from any trust described in Article VIII); and (b2) until the Guarantor Senior Indebtedness of the Company or any such Subsidiary Guarantor, as the case may be, Guarantor is paid in fullfull in cash or Cash Equivalents, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees Securityholders would be entitled but for this Article X XII shall be made to holders of Guarantor Senior Indebtedness of the Company or the such Subsidiary Guarantors, as the case may beGuarantor, as their respective interests may appear, except except, in each case, that such Holders holders of the Securities may receive capital stock and retain Permitted Junior Securities and payments made from any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelytrust described in Article VIII.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution to creditors of the assets of the Company Guarantor in a total or the Subsidiary Guarantors, as the case may be, to creditors, upon a partial liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company Guarantor or its property or in an assignment for the Subsidiary Guarantors, as the case may bebenefit of creditors, or their respective propertyan arrangement, adjustment, composition or relief of the Guarantor or its debts or any marshalling of the assets and liabilities of the Guarantor: (a1) holders of Guarantor Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash or Cash Equivalents of such all Obligations due or to become due with respect to the Guarantor Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Guarantor Senior Indebtedness, whether or not allowed as a such interest is an allowable claim against the Company or the Subsidiary Guarantors, as the case may be, in under each such bankruptcy proceeding) and all claims relating thereto before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment or distribution on account of principal ofany Obligations with respect to the Guaranty, other than amounts previously set aside with the Trustee pursuant to Article 8, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantorspayments previously made; and (b2) until the all Obligations with respect to Guarantor Senior Indebtedness of the Company or any Subsidiary Guarantor, (as the case may be, is provided in subsection (1) above) and all claims relating thereto are paid in full, any payment or distribution, including, without limitation, any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Guarantor being subordinated to any payments pursuant to the Guaranty to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Guarantor Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may beIndebtedness, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for the payment or prepayment of, the Guarantor Senior Indebtedness to the extent necessary to pay in full in cash or Cash Equivalents all such Guarantor Senior Indebtedness and all Obligations and claims relating thereto in accordance with the terms thereof, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. The consolidation of the Company Guarantor with, or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities merger of the Company Guarantor with or into, another Person or the related Guarantee liquidation or dissolution of any Subsidiary Guarantorthe Guarantor following the sale, respectivelyassignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 10 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Guarantor for the purposes of this Section.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshalling of the case may be, or their respective propertyCompany's assets and liabilities: (ai) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingapplicable Senior Debt) before Holders of Subordinated Securities and any related Guarantees, if any, the Notes shall be entitled to receive any payment of principal of, or premium, if any, or interest on, with respect to the Subordinated Notes (except that Holders may receive (i) Permitted Junior Securities and (ii) payments and other distributions made from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantorsdefeasance trust created pursuant to Section 8.01 hereof); and (bii) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, Debt (as the case may be, is provided in subsection (1) above) are paid in fullfull in cash or Cash Equivalents, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X 10 shall be made to holders of Senior Indebtedness Debt (except that Holders of the Company or the Subsidiary Guarantors, as the case Notes may bereceive (i) Permitted Junior Securities and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof), as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated . If a distribution is made to Senior Indebtedness holders of the Company or Notes that, due to the Subsidiary Guarantorssubordination provisions, should not have been made to them, such holder shall be required to hold such distribution in trust for the holders of Senior Debt and pay it over to them (pursuant to such written instructions as the case holders of Senior Debt or a representative on their behalf may be, provide to at least the same extent as the Subordinated Securities such holders of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyNotes) as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon The provisions of this Agreement will be applicable both before and after any payment or distribution Proceeding involving any Credit Party and all references herein to any Credit Party shall be deemed to apply to the trustee for such Credit Party and such Credit Party as a debtor-in-possession. The relative rights of the First Lien Agent and the Second Lien Agent as set forth in this Agreement in or to any distributions in respect of the Collateral shall continue after the filing of any Proceeding on the same basis as prior to the date of such filing. In the event of any Proceeding involving any Credit Party: (a) Except as otherwise specifically permitted in this Agreement, until the First Lien Debt shall have been Paid in Full, the Second Lien Agent and each Second Lien Lender shall not assert, without the prior written consent of the First Lien Agent, any claim, motion, objection or argument in respect of all or any part of the Collateral in connection with such Proceeding which could otherwise be asserted or raised in connection with such Proceeding by such Second Lien Lender Party as a secured creditor of any Credit Party. Without limiting the generality of the foregoing, the Second Lien Agent, for itself and each Second Lien Lender, agrees that it will (i) not object to or oppose (or support any other Person in objecting to or opposing) any sale or other disposition of all or any part of the Collateral free and clear of Liens or other claims of the Second Lien Agent and each Second Lien Lender under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or any other law applicable to such Proceeding if the relevant First Lien Lender Parties have consented to such sale or disposition, (ii) subject to Section 2.11 hereof, not challenge (or support any other Person in challenging) any use of cash collateral or debtor-in-possession financing consented to or provided by any First Lien Lender Parties (whether consented to or provided by the First Lien Lender Parties, a “DIP Financing”) it being agreed by each Second Lien Lender Party that such DIP Financing shall be on such terms and conditions and in such amounts as such First Lien Lender Parties, in their sole discretion, may decide and, in connection therewith, any Credit Party may grant to such participating First Lien Lender Parties (or any agent or representative thereof) Liens upon all of the Property of such Credit Party, which Liens (A) shall secure payment of all First Lien Debt whether such First Lien Debt arose prior to the commencement of such Proceeding or at any time thereafter and all other financing provided by any First Lien Lender Parties during the Proceeding (provided that, to the extent that such Liens secure First Lien Debt which arose prior to the commencement of such Proceeding, such Liens shall also secure the Second Lien Debt, subject to the conditions and terms set forth herein) and (B) shall be superior in priority to the liens and security interests, if any, in favor of Second Lien Agent for the benefit of the Second Lien Lender Parties on the Property of such Credit Party on the same terms and conditions as provided herein; provided, however that in connection with any such use of cash collateral or DIP Financing, the Second Lien Lender Parties shall have received as adequate protection of their interests a replacement Lien in post-petition assets of the Company Credit Parties which shall be junior and subordinate to all Liens granted pursuant to such consent to use cash collateral or DIP Financing with the same priorities afforded the Liens granted to the Second Lien Agent pursuant to this Agreement; (iii) not to assert (or support any other Person in asserting) any right it may have to “adequate protection” of its interest in any Collateral in any Proceeding, (iv) turn over to the First Lien Agent for the pro rata benefit of the First Lien Lender Parties any “adequate protection” of their interest in any Collateral that they receive in any Proceeding for application to the First Lien Debt owed to the First Lien Lender Parties, and (v) not seek to have the automatic stay of Section 362 of the Bankruptcy Code lifted or modified with respect to any Collateral, to appoint a trustee or examiner under Section 1104 of the Bankruptcy Code or to convert or dismiss (or support any other Person in converting or dismissing) such Proceeding under Section 1112 of the Bankruptcy Code, in each case without the prior written consent of the First Lien Agent; provided, that, in the case of this clause (v), if the First Lien Lender Parties seek such aforementioned relief, the Second Lien Lender Parties hereby irrevocably consents thereto and shall join in any such motion or application seeking such relief if requested by the First Lien Agent. The Second Lien Agent, for each Second Lien Lender Party, waives any claim it may now or hereafter have arising out of the election of the First Lien Lender Parties, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. The Second Lien Agent shall be permitted to participate on any creditor’s committee; provided, that the Second Lien Agent or any other Person participating on such creditor’s committee shall not directly or indirectly take any action or vote in any manner that would be in violation of this Agreement or inconsistent with or result in a breach of this Agreement. (b) Except as otherwise expressly set forth herein, the First Lien Agent shall have the exclusive right to file proofs of claim and other pleadings and motions with respect to any Collateral in any Proceeding. Subject to the limitations set forth in this Agreement, the First Lien Agent may (but shall have no obligation or duty to) file appropriate proofs of claim and other pleadings and motions with respect to any Second Lien Debt in any Proceeding if and to the extent a proper proof of claim with respect to such Second Lien Debt has not been filed by the Second Lien Agent for and on behalf of the Second Lien Lender Parties in the form required in such Proceeding at least ten (10) days prior to the expiration of the time for filing thereof. In furtherance of the foregoing, the Second Lien Agent, for each Second Lien Lender Party, hereby appoints the First Lien Agent as its attorney-in-fact, with full authority in the place and stead of such Second Lien Lender Party and full power of substitution and in the name of such Second Lien Lender Party or otherwise, to execute, file and deliver any document or instrument that the First Lien Agent is required or permitted to file or deliver pursuant to this Section 2.2(b), such appointment being coupled with an interest and irrevocable. (c) The Second Lien Agent shall execute and deliver to the First Lien Agent all such agreements, instruments and other documents confirming the above authorizations and all such proofs of claim, assignments of claim and other instruments and documentation, and shall take all such other action as may be reasonably requested by the First Lien Agent to enforce such claims and carry out the intent of this Section 2.2. (d) The First Lien Debt shall continue to be treated as First Lien Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of the First Lien Lender Parties and the Second Lien Lender Parties even if all or part of the First Lien Debt or the Subsidiary GuarantorsLiens securing same are subordinated, set aside, avoided, invalidated or disallowed in connection with any Proceeding. (e) To the extent that any First Lien Lender Party receives payments (whether in cash, Property or securities) on the First Lien Debt or proceeds of Collateral which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the First Lien Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by such First Lien Lender Party. (f) Notwithstanding any other provision of this Agreement, but subject to Section 2.2(a), (i) the Second Lien Agent shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Agent, including without limitation any claims secured by the Collateral, if any, (ii) the Second Lien Agent shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Credit Parties arising under either the Bankruptcy Code or applicable non-bankruptcy law, and (iii) the Second Lien Agent shall be entitled to file any proof of claim and other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement and necessary to preserve their rights, in accordance with the terms of this Agreement, with respect to the Second Lien Debt and the Collateral; provided, that notice of intent to take any such action shall be given by the Second Lien Agent to the First Lien Agent not less than the earlier of (x) five (5) Business Days prior to the taking of such action and (y) five (5) Business Days less than the number of days available by order of any applicable bankruptcy court in which to file any such claim, filing, pleading, objection, motion or agreement, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets property or securities to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may beits property, or their respective propertyin an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (a1) the holders of Exchange Debenture Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of such Senior Indebtedness all Obligations in respect of such Person Exchange Debenture Senior Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Exchange Debenture Senior Debt, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, for such interest would be allowed in such bankruptcy proceeding) before the Holders of Subordinated Securities and any related Guarantees, if any, Exchange Debentures shall be entitled to receive any payment of principal of, or premium, if any, or interest on, with respect to the Subordinated Securities from the Company, or any payment in respect of such Exchange Debentures and related Guarantees from the Subsidiary GuarantorsObligations ; and (b2) until the all Obligations with respect to Exchange Debenture Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, (as the case may be, is provided in subsection (1) above) are paid in fullfull in cash, any payment or distribution to which the Holders of Subordinated Securities and any related Guarantees Exchange Debentures would be entitled but for this Article X shall be made to holders of Exchange Debenture Senior Indebtedness Debt of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, (except that such Holders of Exchange Debentures may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least to the same extent as the Subordinated Securities Exchange Debentures to Exchange Debenture Senior Debt and any securities issued in exchange for Exchange Debenture Senior Debt and payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable deposit does not violate Article 8 or 10 of this Exchange Debenture Indenture). Under the circumstances described in this Section 10.3, the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person making any payment or distribution of cash or other property or securities is authorized or instructed to make any payment or distribution to which the Holders of the Exchange Debentures would otherwise be entitled (other than securities that are subordinated at least to the same extent as the Exchange Debentures to Exchange Debenture Senior Debt and any securities issued in exchange for Exchange Debenture Senior Debt and payments made from any defeasance trust referred to in the second parenthetical of clause (a)(2) above, which shall be delivered or paid to the Holders of Exchange Debentures as set forth in such clauses) directly to the holders of the Exchange Debenture Senior Debt of the Company (pro rata to such holders on the basis of the respective amounts of Exchange Debenture Senior Debt of the Company held by such holders) or their Representatives, or to any trustee or trustees under any other indenture pursuant to which any such Exchange Debenture Senior Debt may have been issued, as their respective interests appear, to the related Guarantee extent necessary to pay all such Exchange Debenture Senior Debt in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Exchange Debenture Senior Debt. To the extent any payment of or distribution in respect of Exchange Debenture Senior Debt, as proceeds of security or enforcement of any Subsidiary Guarantorright of setoff or otherwise) is declared to be fraudulent or preferential, respectivelyset aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment or distribution is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Exchange Debenture Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Exchange Debenture Senior Debt is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Exchange Debenture Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshalling of the case may be, or their respective propertyCompany's assets and liabilities: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash Cash (or U.S. dollar- denominated Cash Equivalents) of all Obligations due in respect of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingapplicable Senior Indebtedness) before the Holders of Subordinated Securities and any related Guarantees, if any, Notes shall be entitled to receive any payment of principal of, any kind or premium, if any, or interest on, character with respect to the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary GuarantorsNotes; and (b2) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is are paid in fullfull in Cash (or U.S. dollar- denominated Cash Equivalents), any distribution to which the Holders of Subordinated Securities and any related Guarantees Notes would be entitled but for this Article X 10 shall be made to the holders of such Senior Indebtedness Indebtedness. Notwithstanding the foregoing, Holders of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders Notes may receive capital stock and any debt (i) securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least to the same extent as the Subordinated Securities of Notes to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness and (ii) payments made from the Company or the related Guarantee of any Subsidiary Guarantor, respectivelytrusts described in Sections 8.4 and 8.5 hereof.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company in a liquidation, winding up or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may beCompany, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective its property: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of such Senior Indebtedness the principal of such Person and interest (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in any such bankruptcy proceeding) to the date of payment on the Senior Indebtedness before Security Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment Company of amounts due with respect to the Securities (other than cash payments due upon conversion of Securities in respect lieu of such related Guarantees from the Subsidiary Guarantorsfractional shares); and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Security Holders of Subordinated Securities and any related Guarantees would be entitled from the Company but for this Article X XI shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may beIndebtedness, as their interests may appear, except that such the Security Holders may receive capital stock and any debt (i) securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities and (ii) payments made pursuant to Sections 801 and 802. SECTION 1104. COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO SECURITIES IN CERTAIN CIRCUMSTANCES. No payment of amounts due may be made by the Company, directly or indirectly, with respect to the Securities (including any Change in Control Price to be paid in connection with a Change in Control Offer, but excluding cash payments due upon conversion in lieu of fractional shares) or to acquire any of the Securities at any time if a default in payment of the principal of or premium, if any, or interest on Senior Indebtedness exists beyond any applicable grace period, unless and until such default shall have been cured or waived or shall have ceased to exist. During the continuance of any default with respect to any Senior Indebtedness pursuant to which any Senior Indebtedness has been issued (other than default in payment of the principal of or premium, if any, or interest on any Senior Indebtedness), permitting the holders thereof to accelerate the maturity thereof, no payment may be made by the Company, directly or indirectly, after receipt of a Payment Blockage Notice as defined below, of any amount due with respect to the Securities (a "PAYMENT BLOCKAGE") until the earlier of (i) the date on which such default has been cured or waived, (ii) 180 days following receipt of written notice (a "PAYMENT BLOCKAGE NOTICE") to the Company from any holder or holders thereof or its Representative or Representatives or the related Guarantee trustee or trustees under any indenture under which any instrument evidencing any such Senior Indebtedness may have been issued, that such a default has occurred and is continuing, (iii) the date on which such Senior Indebtedness is discharged or paid in full or (iv) the date of which the imposition of such Payment Blockage shall have been terminated by written notice to such trustee or the Company from such trustee or other representative initiating such Payment Blockage. Notwithstanding the foregoing, no new Payment Blockage Notice shall be given until a period of at least 365 consecutive days shall have elapsed since the beginning of the prior Payment Blockage period. No default (other than a default in payment) that existed or was continuing on the date of delivery of any Subsidiary GuarantorPayment 56 Blockage Notice shall be the basis for any subsequent Payment Blockage Notice, respectivelyunless such default has been cured or waived for a period of not less than 90 consecutive days. However, if the maturity of such Senior Indebtedness is accelerated, no payment may be made by the Company on the Securities until such Senior Indebtedness that has matured has been paid or such acceleration has been cured or waived. Regardless of anything to the contrary herein, nothing shall prevent (a) any payment by the Trustee to the Security Holders of amounts deposited with it pursuant to Article VIII or (b) any payment by the Trustee or the Paying Agent as permitted by Section 1112. Nothing contained in this Article XI will limit the right of the Trustee or the Security Holders to take any action to accelerate the maturity of the Securities pursuant to Section 602 or to pursue any rights or remedies hereunder.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution to creditors of the assets of the Company or the any Guaranteeing Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the such Guaranteeing Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guaranteeing Subsidiary or its property, an assignment for the Company benefit of creditors or the Subsidiary Guarantors, as the case may be, or their respective propertyany marshalling of such Guaranteeing Subsidiary's assets and liabilities: (a) the holders of Guarantor Senior Indebtedness Debt of the Company or any such Guaranteeing Subsidiary Guarantor, as the case may be, shall will be entitled to receive payment in full in cash or Marketable Securities of all Obligations due in respect of such Guarantor Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Guarantor Senior Debt, whether or not such interest is in an allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingunder applicable law) before the Holders of Subordinated Securities and any related Guarantees, if any, shall Notes will be entitled to receive any payment of principal of, or premium, if any, or interest on, under the Subordinated Securities from the Company, or any payment in respect Subsidiary Guarantee of such related Guarantees from the Subsidiary GuarantorsGuaranteeing Subsidiary; and (b) until the all Obligations with respect to Guarantor Senior Indebtedness Debt of the Company or any Guaranteeing Subsidiary Guarantor, as the case may be, is are paid in fullfull in cash or Marketable Securities, any distribution under the Subsidiary Guarantee of such Guaranteeing Subsidiary to which the Holders of Subordinated Notes would be entitled shall be made by such Guaranteeing Subsidiary to the holders of Guarantor Senior Debt of such Guaranteeing Subsidiary (except that Holders of Notes may receive (i) Permitted Junior Securities and any related Guarantees would be entitled but other Permitted Junior Securities issued in exchange for this any Permitted Junior Securities and (ii) payments and other distributions made from the defeasance trust created pursuant to Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively8 hereof).

Liquidation; Dissolution; Bankruptcy. Upon In the event of any payment Insolvency or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may be, or their respective propertyLiquidation Proceeding: (a1) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingapplicable Senior Debt) before Holders of Subordinated Securities and any related Guarantees, if any, Securityholders shall be entitled to receive any payment with respect to the Securities (except that so long as the Securities are not treated in any Insolvency or Liquidation Proceeding as part of principal ofthe same class of claims as the Senior Debt or any class of claim on a parity with or senior to the Senior Debt for any payment or distribution, the Securityholders may receive securities that are (i) subordinated at least to the same extent as the Securities to (a) all unpaid Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) authorized by an order or premiumdecree of a court of competent jurisdiction in an Insolvency or Liquidation Proceeding which gives effect to the subordination of the Securities to all unpaid Senior Debt in a manner and with an effect which would be required if this parenthetical clause were not included in this paragraph; provided that such Senior Debt is assumed by the new corporation, partnership or other entity, if any, resulting from any such reorganization or interest on, the Subordinated Securities from the Company, or any payment in respect of readjustment and issuing such related Guarantees from the Subsidiary Guarantorssecurities); and (b2) until all Obligations in respect of Senior Debt (as provided in subsection (1) above) are paid in full in cash or Cash Equivalents, any payment or distribution of any kind or character, whether in cash, securities or other property (including any payment or distribution which may be payable or deliverable by reason of the Senior payment of any other Indebtedness of the Company being subordinated to the payment of the Securities) which may be payable or deliverable in respect of the Securities in any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X such Insolvency or Liquidation Proceeding shall be made to holders of Senior Indebtedness Debt (pro rata on the basis of the Company or respective amounts of Senior Debt held by them). For the Subsidiary Guarantorspurposes hereof, as the case may beamount of Senior Debt shall include, as their interests may appearwithout limitation, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee undrawn amounts of any Subsidiary Guarantor, respectivelyoutstanding letters of credit and the amounts that will be owing to the holders of Senior Debt upon the termination of any outstanding derivative contracts.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company Garden State upon any dissolution or the Subsidiary Guarantors, as the case may be, to creditors, upon a winding up or total or partial liquidation or a dissolution reorganization of the Company Garden State whether voluntary or the Subsidiary Guarantors, as the case may be, involuntary or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Garden State or its property, in an assignment for the Company benefit of creditors or the Subsidiary Guarantors, as the case may be, or their respective propertyany marshalling of Garden State's assets and liabilities: (a) the holders of Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, as the case may be, shall Garden State will first be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment all Obligations due in respect of such related Guarantees from Senior Debt (including interest accruing after or which would accrue but for the Subsidiary Guarantorsoccurrence of the commencement of any such proceeding, at the rate specified in the applicable Senior Debt whether or not such interest is an allowable claim in any such proceeding) before any payment or distribution 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; and (b) until the all obligations with respect to Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, Garden State (as the case may be, is provided in clause (a) above) are paid in fullfull in cash, any distribution to which the Holders of Subordinated Securities and any related Guarantees the Notes otherwise would be entitled but for this Article X Ten shall be made to the holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appearDebt, except that such Holders of the Notes may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least to the same extent as the Subordinated Securities Notes to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt ("subordinated securities"). For purposes of the Company this Article Ten, a distribution may consist of cash, Cash Equivalents, securities or other property, by set-off or otherwise. The consolidation of Garden State with, or the related Guarantee merger of any Subsidiary GuarantorGarden State into, respectivelyanother corporation or the liquidation or dissolution of Garden State 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 Article Five hereof shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 10.02 if the Survivor complies with the conditions set forth in Article Five hereof.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshalling of the case may be, or their respective propertyCompany's assets and liabilities: (a) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall Debt will be entitled to receive payment in full in cash or Marketable Securities of all Obligations due in respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Senior Debt, whether or not allowed such interest is allowable as a claim against the Company or the Subsidiary Guarantors, as the case may be, in any such bankruptcy proceeding) before the Holders of Subordinated Securities and any related Guarantees, if any, shall Notes will be entitled to receive any payment with respect to the Notes (except that Holders of principal of, or premium, if any, or interest on, the Subordinated Notes may receive (i) Permitted Junior Securities and any other Permitted Junior Securities issued in exchange for any Permitted Junior Securities and (ii) payments and other distributions made from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantorsdefeasance trust created pursuant to Article 8 hereof); and (b) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is Debt are paid in fullfull in cash or Marketable Securities, any distribution to which the Holders of Subordinated Securities and any related Guarantees Notes would be entitled but for this Article X shall be made to the holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, Debt (except that such Holders of Notes may receive capital stock (i) Permitted Junior Securities and any debt other Permitted Junior Securities issued in exchange for any Permitted Junior Securities and any securities that are subordinated issued in exchange for Senior Debt and (ii) payments and other distributions made from the defeasance trust created pursuant to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyArticle 8 hereof).

Liquidation; Dissolution; Bankruptcy. Upon any payment or ------------------------------------ distribution of the assets cash, securities or other property of the Company to creditors upon any Insolvency or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating Liquidation Proceeding with respect to the Company or Company, the Subsidiary Guarantors, as the case may be, or their respective property: (a) holders of any Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall will be entitled to receive payment in full in cash or Cash Equivalents of such all Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingPost-Petition Interest) before Holders the holders of Subordinated Securities and any related Guarantees, if any, shall the Note Indebtedness will be entitled to receive any payment or distribution (other than in Reorganization Securities) on account of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; and (b) Note Indebtedness and until the all Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in fullfull in cash or Cash Equivalents, any payment or distribution (other than in Reorganization Securities) on account of the Note Indebtedness to which Holders the holders of Subordinated Securities and any related Guarantees the Note Indebtedness would be entitled but for this Article X shall be made to the holders of the Senior Indebtedness on a pro rata basis. Upon any Insolvency or Liquidation Proceeding with respect to the Company, any payment or distribution (other than in Reorganization Securities), to which the holders of the Note Indebtedness would be entitled on account of the Note Indebtedness but for the provisions of this Article 11 shall be paid by the Company, any other Person making such payment or distribution, or by the holders of the Note Indebtedness if received by them, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the amounts of Senior Indebtedness of the Company held by them) or the Subsidiary Guarantors, as the case may betheir Representative, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated for application to the payment of all outstanding Senior Indebtedness until all such Senior Indebtedness has been paid in full in cash, after giving effect to all other payments or distributions to, or provisions made for, holders of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelySenior Indebtedness.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshaling of the case may be, or their respective propertyCompany's assets and liabilities: (ai) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full in cash or cash equivalents of all Obligations due or to become due in respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Senior Debt, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, for such interest is allowed in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, the Notes shall be entitled to receive any payment of principal of, or premium, if any, or interest on, with respect to the Subordinated Notes (except that Holders may receive (A) Permitted Junior Securities and (B) payments and other distributions made from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantorsdefeasance trust created pursuant to Section 8.01 hereof); and (bii) until the all Obligations with respect to Senior Indebtedness Debt (as provided in clause (i) above) are paid in full in cash or cash equivalents, any payment or distribution of assets of the Company of any kind or any Subsidiary Guarantorcharacter, as the case may bewhether in cash, is paid in fullproperty or securities, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X 10 shall be made directly to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, Debt as their interests may appear, or to their representatives as their interests may appear (except that such Holders of Notes may receive capital stock (A) Permitted Junior Securities and (B) payments and other distributions made from any debt securities that are subordinated defeasance trust created pursuant to Section 8.01 hereof). To the extent any payment of Senior Indebtedness Debt (whether by or on behalf of the Company or the Subsidiary GuarantorsCompany, as proceeds of security or enforcement or any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the case may be, Senior Debt or part thereof originally intended to at least the same extent be satisfied shall be deemed to be reinstated and outstanding as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyif such payment had not occurred.

Liquidation; Dissolution; Bankruptcy. Upon any payment or ------------------------------------ distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshaling of the case may be, or their respective propertyCompany's assets and liabilities: (a) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of such all Obligations due in respect of Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, the applicable Senior Indebtedness regardless of whether or not such interest is an allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment with respect to the Notes, and until all Obligations with respect to Senior Indebtedness are paid in full in cash, any distribution to which the Holders would be entitled shall be made to the holders of principal ofSenior Indebtedness (except that Holders may receive and retain (i) securities of a Person that are subordinated ("Subordinated Reorganization Securities") to at least the same extent as the Notes to (A) Senior Indebtedness and (B) any securities issued in exchange for Senior Indebtedness, or premium, if any, or interest on, the Subordinated Securities and (ii) payments and other distributions made from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantorsdefeasance trust created pursuant to Section 8.01 hereof); and (b) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, (as the case may be, is provided in subsection (a) above) are paid in fullfull in cash, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case (except that Holders may bereceive and retain (i) Subordinated Reorganization Securities and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof), as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. Upon any payment distribution to creditors of either Issuer or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon any Guarantor in a liquidation or a dissolution of the Company either Issuer or the Subsidiary Guarantors, as the case may be, any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantorseither Issuer, as the case may beany Guarantor, or their respective property: (a) , an assignment for the benefit of creditors or any marshaling of either Issuer’s or any Guarantor’s assets and liabilities, the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Debt shall be entitled to receive payment in full of all Senior Lien Obligations and all other obligations due in cash respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, the applicable Senior Debt whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in any such bankruptcy proceeding) before the Holders of Subordinated Securities and any related Guarantees, if any, shall will be entitled to receive any payment of principal ofwith respect to the Securities or under the Guaranties, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in and until all obligations with respect of such related Guarantees from the Subsidiary Guarantors; and (b) until the to Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is Debt are paid in full, any distribution to which the Holders of Subordinated the Securities and any related Guarantees would be entitled but for this Article X shall be made to the holders of Senior Indebtedness Debt (except as permitted by the Intercreditor Agreement until the Senior Secured Obligations have been Paid in Full and thereafter except that Holders of the Company Securities may receive payments made from the trust created pursuant to Article VIII hereof and payments or distributions in the form of Junior Securities). In connection with the enforcement of the foregoing rights, the Senior Lien Collateral Agent is hereby irrevocably appointed attorney in fact for the Trustee with full power to act in the place and stead of each Holder to exercise the rights of such Holders and the Trustee provided in Section 6.10 in the event the Trustee has failed to exercise such rights within 10 Business Days after receipt of written notice from the Senior Lien Collateral Agent. The consolidation of an Issuer with, or the Subsidiary Guarantorsmerger of an Issuer into, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company another Person or the Subsidiary Guarantorsliquidation or dissolution of an Issuer following the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of its properties and assets to another Person or group of Affiliates pursuant to, and in compliance with, the terms and conditions set forth in Section 4.2(c) hereof will not be deemed an insolvency or liquidation proceeding (requiring the repayment of all Senior Debt in full as a prerequisite to any payments being made to the case may be, to at least Holders) for the same extent as the Subordinated Securities purposes of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelythis Section 13.2.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution to creditors of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon Guarantor in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company Subsidiary Guarantor or its property, an assignment for the benefit of creditors or any marshalling of the Subsidiary GuarantorsGuarantor's assets and liabilities, as the case may be, or their respective property: (a) holders of Guarantor Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents of such Guarantor Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceedingapplicable Guarantor Senior Indebtedness) before the Holders of Subordinated Securities and any related Guarantees, if any, shall will be entitled to receive any payment of principal of, or premium, if any, or interest on, by the Subsidiary Guarantor with respect to the Subordinated Securities from Note Obligations (except that holders of Notes may receive (i) Equity Interests of the Company, or Company and any payment in respect debt securities of such related Guarantees from the Subsidiary Guarantors; and Company that are subordinated at least to the same extent as the Notes to (a) Senior Indebtedness and (b) any Indebtedness issued in exchange for Senior Indebtedness and (ii) payments made from the trusts described in Article 8 of the Indenture), and until the all Guarantor Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, Guarantor is paid in fullfull in cash or Cash Equivalents, any distribution to which the Holders of Subordinated Securities and any related Guarantees Notes would be entitled but for this Article X shall be made to the holders of such Guarantor Senior Indebtedness (except that holders of Notes may receive (i) Equity Interests of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities of the Company that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least to the same extent as the Subordinated Securities Notes to (a) Senior Indebtedness and (b) any Indebtedness issued in exchange for Senior Indebtedness and (ii) payments made from the trusts described in Article 8 of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyIndenture).

Liquidation; Dissolution; Bankruptcy. Upon (a) In the event of any payment insolvency or distribution of the assets of the Company bankruptcy case or the Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may beproceeding, or in a bankruptcyany receivership, liquidation, reorganization, insolvencydissolution or other winding-up of the Company, receivership whether voluntary or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may beinvoluntary, or their respective propertyany assignment for the benefit of creditors or other marshalling of assets or liabilities of the Company: (ai) holders of all Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall must be entitled to receive payment paid in full in cash or as otherwise may be acceptable to the holders of such Senior Indebtedness before any payment or distribution (excluding any payment or distribution provided for by a plan of reorganization giving effect to these subordination provisions of certain permitted equity securities or securities that are subordinated to the Senior Indebtedness or securities exchanged for Senior Indebtedness pursuant to a plan of reorganization to at least the same extent as the Notes and which have a term which exceeds the term of such Person (including interest (if any), accruing Senior Indebtedness and other than payments from trusts previously created pursuant to the provisions described in Article Thirteen) is made to the Holders on or after account of the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, (including Additional Interest) on or any payment in amounts payable with respect of such related Guarantees from to the Subsidiary Guarantors; Notes, and, (bii) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees Notes would be entitled but for this Article X provision shall be made to the holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, except that such Holders holders of the Notes may receive capital stock and Capital Stock or any debt securities described in paragraph (a)(i) above. (b) In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization, dissolution or other winding-up of a Subsidiary Guarantor, whether voluntary or involuntary, or any assignment for the benefit of creditors or other marshalling of assets or liabilities of such Subsidiary Guarantor: (i) all Senior Indebtedness of such Subsidiary Guarantor must be paid in full in cash or as otherwise may be acceptable to the holders of such Senior Indebtedness before any payment or distribution (excluding any payment or distribution of certain permitted equity or securities that are subordinated to the Senior Indebtedness or securities exchanged for Senior Indebtedness pursuant to a plan of the Company or the Subsidiary Guarantors, as the case may be, reorganization to at least the same extent as the Subordinated Securities Subsidiary Guarantees and which have a term which exceeds the term of such Senior Indebtedness) is made to the Holders on account of the Company or the related Subsidiary Guarantee of any such Subsidiary Guarantor, respectivelyand, (ii) until Senior Indebtedness of such Subsidiary Guarantor is paid in full, any distribution to which holders of Notes would be entitled but for this provision shall be made to the holders of Senior Indebtedness as their interests may appear, except that holders of the Notes may receive Capital Stock or any securities described in paragraph (b)(i) above.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshaling of the case may be, or their respective propertyCompany's assets and liabilities: (ai) holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall will be entitled to receive payment in full in cash or cash equivalents of such all Obligations due in respect of Senior Indebtedness of such Person (including including, with respect to Designated Senior Indebtedness, any interest (if any), accruing on or after the commencement of a any proceeding described below at the rate specified in bankruptcy, the applicable Designated Senior Indebtedness whether or not interest is an allowed as a claim enforceable against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before the Holders of Subordinated Securities and any related Guarantees, if any, shall Notes will be entitled to receive any payment on account of principal ofSenior Subordinated Obligations or any payment to acquire any of the Notes for cash, property or premium, if any, or interest on, the Subordinated Securities from the Companysecurities, or any payment in distribution with respect to the Notes of such related Guarantees from the Subsidiary Guarantors; andany cash, property or securities (b1) until in a liquidation or dissolution of the Senior Indebtedness of Company; (2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (3) in an assignment for the benefit of creditors; or (4) in any Subsidiary Guarantormarshaling of the Company's assets and liabilities. (ii) until all Obligations due with respect to Senior Indebtedness (including, as with respect to Designated Senior Indebtedness, any interest accruing after the case may be, commencement of any proceeding described before at the rate specified in the applicable Designated Senior Indebtedness whether or not interest is an allowed claim enforceable against the Company in such proceeding) are paid in fullfull in cash or cash equivalents, any such distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to the holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, (except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of retain payments made from the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelytrust described in Article 8 hereof).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the Subsidiary Guarantors, as the case may be, to creditors, a Guarantor upon a total or partial liquidation or a dissolution of the Company or the Subsidiary Guarantorsreceivership, as the case may be, or in a bankruptcyarrangement, reorganization, insolvency, receivership insolvency or bankruptcy or similar proceeding relating to the Company such Guarantor or the Subsidiary Guarantors, as the case may be, its property or their respective propertyassets: (a1) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, such Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment or distribution of principal of, any kind or premium, if any, character with respect to any Obligations on or interest onrelating to, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; andGuarantee; (b2) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, such Guarantor is paid in fullfull in cash and all commitments to extend credit under the Senior Indebtedness have been terminated, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for the subordination provisions of this Article X Indenture shall be made to holders of such Senior Indebtedness on a pro rata basis based on the amount of Senior Indebtedness held by such holder, except that Holders may receive Permitted Junior Securities; and (3) if a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holder of Senior Indebtedness of the Company Guarantor and pay it over to them on a pro rata basis based on the amount of Senior Indebtedness held by such Holder. In the event of any insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings relative to any Guarantor, if any Holder has not filed any claim, proof of claim or other instrument of similar character necessary to enforce the Subsidiary Guarantorsobligations of such Guarantor under the Guarantee held by such Holder within 15 days before the expiration of the time to file the same, then and in such event, but only in such event, the Representatives under any Designated Senior Indebtedness may, as the case may bean attorney-in-fact for such Holder, as their interests may appearfile any claim, except that proof of claim or such Holders may receive capital stock other instrument of similar character on behalf of such Holder, and any debt securities that are subordinated to such Holder, by such Holder’s acceptance of such Holder’s Note, appoints each such Representative of Designated Senior Indebtedness as an attorney-in-fact for such Holder, to so file any claim, proof of claim or such other instrument of similar character. Notwithstanding the Company foregoing, the Holder shall nevertheless retain all rights to enforce and to vote such claim, proof of claim or the Subsidiary Guarantors, other instrument in its capacity as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelyHolder.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets property or securities to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may beits property, or their respective propertyin an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (a1) the holders of Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of all Obligations in respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Senior Debt, whether or not allowed as a claim against for such interest would be allowed in such proceeding) before the Holders of Securities shall be entitled to receive any payment with respect to the Securities and related Obligations (except in each case that Holders of Securities may receive securities that are subordinated at least to the same extent as the Securities to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable deposit does not violate Article 8 or 10 of this Indenture); and (2) until all Obligations with respect to Senior Debt of the Company (as provided in subsection (1) above) are paid in full in cash, any payment or distribution to which the Holders of Securities and the related Subsidiary Guarantees would be entitled shall be made to holders of Senior Debt of the Company (except that Holders of Securities and the related Subsidiary Guarantees may receive securities that are subordinated at least to the same extent as the Securities to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable deposit does not violate Article 8 or 10 of this Indenture). (b) Upon any payment or distribution of property or securities to creditors of a Subsidiary Guarantor in a liquidation or dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property, or in an assignment for the benefit of creditors or any marshalling of such Subsidiary Guarantor's assets and liabilities: (1) the holders of Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of all Obligations in respect of such Guarantor Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt, whether or not a claim for such interest would be allowed in such proceeding) before the Holders of Securities and the related Subsidiary Guarantees shall be entitled to receive any payment or distribution with respect to the Subsidiary GuarantorsGuarantee made by such Subsidiary Guarantor (except in each case that Holders of Securities and the related Subsidiary Guarantees may receive securities that are subordinated at least to the same extent as the Securities to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable deposit does not violate Article 8 or 10 of this Indenture); and (2) until all Obligations with respect to Guarantor Senior Debt of such Subsidiary Guarantor (as provided in subsection (1) above) are paid in full in cash, any payment or distribution to which the Holders of Securities and the related Subsidiary Guarantees would be entitled shall be made to holders of Guarantor Senior Debt of such Subsidiary Guarantor (except that Holders of Securities and the related Subsidiary Guarantees may receive securities that are subordinated at least to the same extent as the Securities to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable deposit does not violate Article 8 or 10 of this Indenture). Under the circumstances described in this Section 10.3, the Company, any Subsidiary Guarantor or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person making any payment or distribution of cash or other property or securities is authorized or instructed to make any payment or distribution to which the Holders of the Securities and the related Subsidiary Guarantees would otherwise be entitled (other than securities that are subordinated at least to the same extent as the Securities to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust referred to in the second parenthetical clause of each of clauses (a)(1), (b)(1), (c)(1), (a)(2), (b)(2) and (c)(2) above, which shall be delivered or paid to the Holders of Securities as set forth in such clauses) directly to the holders of the Senior Debt of the Company and the holders of Guarantor Senior Debt of any Subsidiary Guarantor, as applicable, (PRO RATA to such holders on the basis of the respective amounts of Senior Debt of the Company and Guarantor Senior Debt of any Subsidiary Guarantor, as applicable, held by such holders) or their Representatives, or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt or Guarantor Senior Debt, as the case may be, may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt or Guarantor Senior Debt, as the case may be, in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such bankruptcy proceeding) before Holders of Subordinated Securities and any related GuaranteesSenior Debt or Guarantor Senior Debt, if any, shall be entitled to receive as the case may be. To the extent any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment distribution in respect of such related Guarantees from the Subsidiary Guarantors; and Senior Debt or Guarantor Senior Debt (b) until the Senior Indebtedness whether by or on behalf of the Company or any Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment or distribution is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the case may be, is paid in full, any distribution Senior Debt or Guarantor Senior Debt or part thereof originally intended to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X satisfied shall be made deemed to holders of be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness of Debt is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the Company obligation so declared fraudulent, invalid or the Subsidiary Guarantorsotherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, as the case may be, as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company invalidity or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectivelysetting aside had not occurred.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets property or securities to creditors of the Company or the Subsidiary Guarantors, as the case may be, to creditors, upon in a liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the Subsidiary Guarantors, as the case may beits property, or their respective propertyin an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (a1) the holders of Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, as the case may be, shall be entitled to receive payment in full in cash of all Obligations in respect of such Senior Indebtedness of such Person Debt (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcythe applicable Senior Debt, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, for such interest would be allowed in such bankruptcy proceeding) before the Holders of Subordinated Securities and any related Guarantees, if any, Notes shall be entitled to receive any payment of principal of, or premium, if any, or interest on, with respect to the Subordinated Securities from the Company, or any payment in respect of such Notes and related Guarantees from the Subsidiary GuarantorsObligations ; and (b2) until the all Obligations with respect to Senior Indebtedness Debt of the Company or any Subsidiary Guarantor, (as the case may be, is provided in subsection (1) above) are paid in fullfull in cash, any payment or distribution to which the Holders of Subordinated Securities and any related Guarantees Notes would be entitled but for this Article X shall be made to holders of Senior Indebtedness Debt of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, (except that such Holders of Notes may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least to the same extent as the Subordinated Securities Notes to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable deposit does not violate Article 8 or 10 of this Indenture). Under the circumstances described in this Section 10.3, the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person making any payment or distribution of cash or other property or securities is authorized or instructed to make any payment or distribution to which the Holders of the Notes would otherwise be entitled (other than securities that are subordinated at least to the same extent as the Notes to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust referred to in the second parenthetical of clause (a)(2) above, which shall be delivered or paid to the Holders of Notes as set forth in such clauses) directly to the holders of the Senior Debt of the Company (pro rata to such holders on the basis of the respective amounts of Senior Debt of the Company held by such holders) or their Representatives, or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, to the related Guarantee extent necessary to pay all such Senior Debt in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. To the extent any payment of or distribution in respect of Senior Debt, as proceeds of security or enforcement of any Subsidiary Guarantorright of setoff or otherwise) is declared to be fraudulent or preferential, respectivelyset aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment or distribution is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred.

Liquidation; Dissolution; Bankruptcy. Upon any payment or ------------------------------------- distribution of the assets to creditors of the Company in a total or the Subsidiary Guarantors, as the case may be, to creditors, upon a partial liquidation or a dissolution of the Company or the Subsidiary Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the Subsidiary Guarantors, as benefit of creditors or any marshaling of the case may be, or their respective propertyCompany's assets and liabilities: (a1) the holders of Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, shall will be entitled to receive payment in full in cash of all Obligations due in respect of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a any such proceeding at the rate specified in bankruptcy, the documentation governing the applicable Senior Indebtedness whether or not the claim for such interest is allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in after such bankruptcy proceedingfiling) before Holders of Subordinated Securities and any related Guarantees, if any, shall will be entitled to receive any payment of principal of, or premium, if any, or interest on, distribution with respect to the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary GuarantorsSecurities; and (b2) until the all Obligations with respect to Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is are paid in fullfull in cash, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to the holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, as their interests may appear, (except that such Holders of Securities may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least to the same extent as the Securities to Senior Indebtedness and to any securities issued in exchange for Senior Indebtedness ("Subordinated Reorganization Securities") and Holders of Securities of may recover payments made from the Company or the related Guarantee of any Subsidiary Guarantor, respectivelytrust described under Article VIII).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of the Company or the any Subsidiary Guarantors, as the case may be, Guarantor to creditors, creditors upon a total or partial liquidation or a total or partial dissolution of the Company or the such Subsidiary Guarantors, as the case may be, Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or the such Subsidiary Guarantors, as the case may be, Guarantor or their respective propertyproperties: (a1) holders of Senior Indebtedness in the case of the Company or any holders of Subsidiary Guarantor, as Guarantor Senior Indebtedness of such Subsidiary Guarantor in the case may be, of such Subsidiary Guarantor shall be entitled to 83 76 receive payment in full in cash of such all Senior Indebtedness in the case of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the all such Subsidiary Guarantors, as Guarantor Senior Indebtedness in the case may be, in of such bankruptcy proceeding) Subsidiary Guarantor before Holders of Subordinated Securities and any related Guarantees, if any, Securityholders shall be entitled to receive any payment of principal of, or premium, if any, of or interest on, on or other amounts with respect to the Subordinated Securities from the CompanyCompany or such Subsidiary Guarantor, whether directly by the Company or any payment in respect of such related Guarantees from pursuant to the Subsidiary GuarantorsGuaranty; and (b2) until the Senior Indebtedness in the case of the Company or any such Subsidiary Guarantor, as Guarantor Senior Indebtedness in the case may be, of such Subsidiary Guarantor is paid in fullfull in cash, any payment or distribution to which Holders of Subordinated Securities and any related Guarantees Securityholders would be entitled but for this Article X shall be made to holders of Senior Indebtedness in the case of payments or distributions made by the Company or the holders of such Subsidiary Guarantors, as Guarantor Senior Indebtedness in the case may beof payments or distributions made by such Subsidiary Guarantor, in each case as their respective interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary Guarantor, respectively.

Liquidation; Dissolution; Bankruptcy. Upon (a) Except with respect to the money, securities or proceeds held in an irrevocable trust for the termination or defeasance and discharge of this Indenture in accordance with Article VIII hereof, as long as all of the conditions to deposit into such trust were satisfied at the time of such deposit, upon any payment or distribution of the assets of the Company any Guarantor of any kind or the Subsidiary Guarantorscharacter, as the case may bewhether in cash, property or securities, to creditorscreditors upon any total or partial liquidation, upon a liquidation dissolution, winding-up, reorganization, assignment for the benefit of creditors or a dissolution marshaling of the Company or the Subsidiary Guarantors, as the case may be, assets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all amounts due or to become due upon all Senior Indebtedness (including any interest accruing subsequent to the Company filing of a petition for bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) shall first be paid in full in cash or cash equivalents, before any payment or distribution of any kind or character is made on account of any Senior Subordinated Obligations, or for the Subsidiary Guarantorsacquisition of any of the Notes for cash, property, securities or otherwise or any distribution with respect to the Notes, whether of cash, property, securities or otherwise. Before any payment may be made by, or on behalf of, any Guarantor on any Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture, as long as all of the case may beconditions to deposit into such trust were satisfied at the time of such deposit) upon any such dissolution, winding up, liquidation or their respective property:reorganization, all Senior Indebtedness (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) must be paid in full in cash or cash equivalents. (ab) holders To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company or any Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the case may beSenior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent that the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property, securities or otherwise, to which the Holders of the Notes or the Trustee on behalf of the Holders of the Notes would be entitled, but for Section 12.02(a) or Section 12.02(b), shall be entitled made by any Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution for the Holders of the Notes or the Trustee prior to receive payment in full in cash or cash equivalents of all Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (proportionately to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Company or the Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before Holders of Subordinated Securities and any related Guarantees, if any, shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Securities from the Company, or any payment in respect of such related Guarantees from the Subsidiary Guarantors; and (b) until the Senior Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, is paid in full, any distribution to which Holders of Subordinated Securities and any related Guarantees would be entitled but for this Article X shall be made to holders of Senior Indebtedness of the Company or the Subsidiary Guarantors, as the case may behave been issued, as their respective interests may appear, except that to the extent necessary to pay all such Holders may receive capital stock and any debt securities that are subordinated to Senior Indebtedness in full in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (d) The consolidation of a Guarantor with, or the merger of a Guarantor with or into, another corporation or the liquidation or dissolution of a Guarantor following the conveyance or transfer of all or substantially all of its assets, to another corporation upon the terms and conditions provided in Article V hereof and as long as permitted under the terms of the Company Senior Indebtedness shall not be deemed a dissolution, winding-up, liquidation or reorganization for the Subsidiary Guarantorspurposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, assume the case may be, to at least the same extent as the Subordinated Securities of the Company or the related Guarantee of any Subsidiary respective Guarantor, respectively.'s obligations hereunder in accordance with Article V.