Common use of Liquidation; Dissolution; Bankruptcy Clause in Contracts

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities shall be entitled to receive any payment with 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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article shall be made to holders of Senior Debt (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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities: (1i) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2ii) until all Obligations with respect to Senior Debt (as provided in subsection clause (1i) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshalling of the Company's ’s assets and liabilities: (1i) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities shall be entitled to receive any payment with 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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 10.5 hereof); and (2ii) until all Obligations with respect to Senior Debt (as provided in subsection (1i) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article shall be made to holders of Senior Debt (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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof), as their interests may appear.and

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities: (1i) holders of Senior Debt of the Company shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2ii) until all Obligations with respect to Senior Debt (as provided in subsection clause (1i) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's ’s assets and liabilities: (1i) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2ii) until all Obligations with respect to Senior Debt (as provided in subsection clause (1i) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive and retain (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive and retain (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities: (1) holders of Senior Debt shall be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in fullfull in cash or Cash Equivalents, any distribution to which the Holders of Securities Notes would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 Article 8 hereof); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 Article 8 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are is paid in full, any distribution to which the Holders of Securities would be entitled but for this Article shall be made to holders of Senior Debt (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1) holders of Senior Debt Indebtedness shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt Indebtedness (including including, in the case of Senior Indebtedness under the New Senior Credit Facilities, interest after the commencement of any such proceeding at the rate specified in the applicable Senior DebtIndebtedness) before the Holders of Securities the Notes shall be entitled to receive any payment with 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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof); andNotes (2) until all Obligations with respect to Senior Debt Indebtedness (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt Indebtedness (except that Holders of Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities: (1a) holders of Senior Debt shall be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the agreement or instrument governing the applicable Senior Debt, whether or not allowed or allowable as a claim in any such proceeding) before the Holders of Securities the Senior Subordinated Notes shall be entitled to receive any payment with respect to the Securities Senior Subordinated Notes (except that Holders may receive and retain (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2b) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in fullfull in cash or Cash Equivalents, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Senior Subordinated Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear. A distribution may consist of cash, securities or other property, by set-off or otherwise.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshalling of the Company's ’s assets and liabilities: (1i) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities shall be entitled to receive any payment with 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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 10.5 hereof); and (2ii) until all Obligations with respect to Senior Debt (as provided in subsection (1i) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article shall be made to holders of Senior Debt (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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 10.5 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshalling of the Company's ’s assets and liabilities: (1) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities shall be entitled to receive any payment with 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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article shall be made to holders of Senior Debt (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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1a) holders of Senior Debt Indebtedness shall be entitled to receive payment in full in cash or Marketable Securities of all Obligations due in respect of such Senior Debt Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior DebtIndebtedness) before the Holders of Securities shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.02 hereof); and (2b) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) Indebtedness are paid in fullfull in cash or Marketable Securities, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt Indebtedness (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.02 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company any Subsidiary Guarantor in a liquidation or dissolution of the Company such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company such Subsidiary Guarantor or its property, in an assignment for the benefit of creditors or any marshalling of the Companysuch Subsidiary Guarantor's assets and liabilities: (1) holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities shall be entitled to receive any payment with respect to the Securities respective Subsidiary Guarantees (except that Holders may receive and retain (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 12 shall be made to holders of Senior Debt (except that Holders may receive and retain (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company Issuers in a liquidation or dissolution of the Company any Issuer or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company such Issuer or its property, in an assignment for the benefit of creditors or any marshalling of the Companysuch Issuer's assets and liabilities: (1) holders of Senior Debt shall be entitled to receive payment in full in cash of all Obligations due 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 such claim is allowed under applicable law) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive and retain (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.1 hereof); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive and retain (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.1 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company or any Guarantor in a liquidation or dissolution of the Company or such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or such Guarantor, or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's or such Guarantor's assets and liabilities: (1a) holders of Senior Debt of the Company or such Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior DebtPost-Petition Interest) before the Holders of Securities Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2b) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in fullfull in cash or Cash Equivalents, any distribution to which the Holders of Securities Notes would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company Issuer in a liquidation or dissolution of the Company Issuer or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company Issuer or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the CompanyIssuer's assets and liabilities: (1i) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of the Securities shall be entitled to receive any payment with respect to the Securities (except that Holders may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 4.01 hereof); and (2ii) until all Obligations with respect to Senior Debt (as provided in subsection clause (1i) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 14 shall be made to holders of Senior Debt (except that Holders of Securities may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 4.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1a) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Securities Notes to (aA) Senior Debt and (bB) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 Article 8 hereof); and (2b) until all Obligations with respect to Senior Debt (as provided in subsection (1a) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Securities Notes to (ai) Senior Debt and (bii) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereofDebt), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities: (1a) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due 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 allowable as a claim in such proceeding) before the Holders of the Securities of a series shall be entitled to receive any payment with respect to the such Securities (except that Holders may receive and retain (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2b) until all Obligations with respect to Senior Debt (as provided in subsection clause (1a) above) are paid in full, any distribution to which the Holders of Securities of such series would be entitled but for this Article 11 shall be made to holders of Senior Debt (except that Holders of Securities may receive and retain (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or Company, in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1i) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive and retain (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2ii) until all Obligations with respect to Senior Debt (as provided in subsection (1i) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to the holders of Senior Debt (except that Holders of Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company or any Guarantor in a liquidation or dissolution of the Company or such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or such Guarantor or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities:'s (1a) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities the Notes shall be entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Securities Notes (except that Holders may receive and retain (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof8.01 hereof so long as the deposit of the amounts therein satisfied the relevant conditions specified in this Indenture at the time of such deposit); and and (2b) until all Obligations with respect to Senior Debt (as provided in subsection (1i) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive and retain (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities: (1) the holders of Senior Debt shall be entitled to receive payment in full in cash of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities Notes shall be entitled to receive any payment with respect to the Securities Notes (except that all Holders of Notes may receive (i) securities that are subordinated to at least the same extent as the 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 defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in fullfull in cash, any distribution to which the Holders of Securities Notes would be entitled but for this Article shall be made to holders of Senior Debt (except that Holders of Notes may receive (i) securities that are subordinated to at least the same extent as the 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 defeasance trust created pursuant to Section 8.05 hereofDebt), as their interests may appear. A distribution may consist of cash, securities or other property, by set-off or otherwise.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's ’s assets and liabilities: (1i) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) and all outstanding letters of credit under Credit Facilities shall either have been terminated or cash collateralized in accordance with the terms thereof, before the Holders of Securities the Notes shall be entitled to receive any payment on, or distribution with respect to the Securities Notes (except that Holders of the Notes may receive and retain (A) Permitted Junior Securities and (B) payments made from any defeasance trust created pursuant to Section 8.04(a) hereof), and (ii) until all Obligations with respect to Senior Debt (as provided in clause (i) above) are paid in full, any distribution to which Holders would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof); and (28.04(a) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article shall be made to holders of Senior Debt (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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities: (1i) holders of Senior Debt shall be entitled to receive payment in full in cash of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior DebtDebt whether or not a claim for such interest is an allowed claim) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created in compliance with this Article 10 pursuant to Section 8.05 8.01 hereof); and (2ii) until all Obligations with respect to Senior Debt (as provided in subsection clause (1i) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust in compliance with this Article 10 created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon After the Remarketing Settlement Date, upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities shall be entitled to receive any payment with respect to the Securities Debentures (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article shall be made to holders of Senior Debt (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 [8.01] hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or Company, in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or in any marshalling of the Company's assets and liabilities: (1i) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2ii) until all Obligations with respect to Senior Debt (as provided in subsection (1i) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to the holders of Senior Debt (except that Holders of Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1i) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities shall be entitled to receive any payment with 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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof); and (2ii) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article shall be made to holders of Senior Debt (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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the 153 Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1) holders of Senior Debt Indebtedness shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior DebtIndebtedness) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2) until all Obligations with respect to Senior Debt Indebtedness (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt Indebtedness (except that Holders of Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities:liabilities (except for funds deposited pursuant to Section 12.01 hereof): 63 (1i) holders of Senior Debt shall be entitled to receive payment in full in cash of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior DebtDebt whether or not an allowed claim) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 Article 8 hereof); and (2ii) until all Obligations with respect to Senior Debt (as provided in subsection clause (1i) above) are paid in fullfull in cash, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 Article 8 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon Subject to SECTION 12.14, upon any distribution to creditors of the Company Parent in a liquidation or dissolution of the Company Parent or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company Parent or its propertyproperty (other than with respect to the Capital Stock or other equity interests of the Borrower, RailAmerica Pty or Holdco), in an assignment for the benefit of creditors or any marshalling of the CompanyParent's assets and liabilities:liabilities (other than with respect to the Capital Stock or other equity interests of the Borrower, RailAmerica Pty or Holdco): (1a) holders of Senior Debt shall be entitled to receive payment in full in cash of all Senior Obligations due in respect of such Senior Debt (including interest after after, or which would accrue but for, 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) before the Holders of Securities any Lender shall be entitled to receive any payment with respect to the Securities Guaranty of Parent hereunder (except that Holders Lenders 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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereofPermitted Securities); and (2b) until all Senior Obligations with respect to Senior Debt (as provided in subsection SUBSECTION (1) above) are paid in fullfull in cash, any distribution to which the Holders of Securities Lenders would be entitled but for this Article ARTICLE XII shall be made to holders of Senior Debt (except that Holders Lenders 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 and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereofPermitted Junior Securities), as their interests may appear. A distribution may consist of cash, securities or other property, by set-off or otherwise.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon After the effective time of the Merger, upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities: (1i) holders of Senior Debt shall be first entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after after, or which would have accrued but for, 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) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2ii) until all Obligations with respect to Senior Debt (as provided in subsection clause (1i) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities: (1) holders of Senior Debt Indebtedness shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior DebtIndebtedness) before the Holders of Securities shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Securities Notes to (a) Senior Debt Indebtedness and (b) any securities issued in exchange for Senior Debt Indebtedness and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.1 hereof); and (2) until all Obligations with respect to Senior Debt Indebtedness (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article shall be made to holders of Senior Debt Indebtedness (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Securities Notes to (a) Senior Debt Indebtedness and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereofIndebtedness), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1a) the holders of Senior Debt shall will be entitled to receive payment in full in cash or Marketable Securities of all Obligations due 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 such interest is in an allowed claim under applicable law) before the Holders of Securities shall Notes will be entitled to receive any payment with respect to the Securities Notes (except that Holders of Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities other Permitted Junior Securities issued in exchange for Senior Debt any Permitted Junior Securities and (ii) payments and other distributions made from any the defeasance trust created pursuant to Section 8.05 Article 8 hereof); and (2b) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in fullfull in cash or Marketable Securities, any distribution to which the Holders of Securities Notes would be entitled but for this Article shall be made to the holders of Senior Debt (except that Holders of Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities other Permitted Junior Securities issued in exchange for Senior Debt any Permitted Junior Securities and (ii) payments and other distributions made from any the defeasance trust created pursuant to Section 8.05 Article 8 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities: (1) holders of Senior Debt shall be entitled to receive payment in full in cash of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the agreement or instrument governing the applicable Senior Debt, whether or not an allowable claim in such proceeding) before the Holders of Securities the Senior Subordinated Notes shall be entitled to receive any payment with respect to the Securities Senior Subordinated Notes (except that Holders may receive and retain (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in fullfull in cash, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Senior Subordinated Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities: (1a) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due 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 allowable as a claim in such proceeding) before the Holders of the Securities of a series shall be entitled to receive any payment with respect to the such Securities (except that Holders may receive and retain (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2b) until all Obligations with respect to Senior Debt (as provided in subsection clause (1a) above) are paid in full, any distribution to which the Holders of Securities of such series would be entitled but for this Article 11 shall be made to holders of Senior Debt (except that Holders of Securities or the Trustee, as the case may be, may receive and retain (iA) securities that are subordinated to at least the same extent as the Securities to Permitted Junior Securities, (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof, and (C) all amounts due to the Trustee under Section 7.07 hereunder), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company or Venetian in a liquidation or dissolution of the Company or Venetian or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its either of their property, in an assignment for the benefit of creditors or any marshalling of the Company's or Venetian's assets and liabilities: (1) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior DebtDebt whether or not an allowed claim) before the Holders of Securities the Senior Subordinated Notes shall be entitled to receive any payment with respect to the Securities Senior Subordinated Notes (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Senior Subordinated Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company Holdings in a liquidation or dissolution of the Company Holdings or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company Holdings or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the CompanyHolding's assets and liabilities: (1) holders of Senior Debt Indebtedness of Holdings shall be entitled to receive payment in full in cash of all Obligations due in respect of such Senior Debt Indebtedness of Holdings (including interest after the commencement of any such proceeding at the rate specified in the instrument governing the applicable Senior DebtIndebtedness of Holdings, whether or not an allowable claim in such proceeding) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Holdings Guarantee (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2) until all Obligations with respect to Senior Debt Indebtedness of Holdings (as provided in subsection (1) above) are paid in fullfull in cash, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt Indebtedness of Holdings (except that Holders of Notes may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company or any Guarantor in a liquidation or dissolution of the Company or such Guarantor, in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its such Guarantor or their respective property, in an assignment for the benefit of creditors of the Company or such Guarantor or any marshalling marshaling of the Company's or such Guarantor's assets and liabilities: (1i) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt by the Company or such Guarantor (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities the Notes shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive and retain (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof); and (2ii) until all Obligations with respect to Senior Debt (as provided in subsection clause (1i) above) are paid in full, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.01 hereof), as their interests may appear. A distribution may consist of cash, securities or other property, by set-off or otherwise.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation liquidation, winding up or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities: (1i) the holders of Senior Debt shall Indebtedness will be entitled to receive payment in full in cash of all Obligations due in respect of such Senior Debt Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior DebtIndebtedness whether or not allowed or allowable as a claim in any such proceeding) before the Holders of Securities shall Notes will be entitled to receive any payment with respect to the Securities or distribution of any kind (except that Holders of Notes may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created previously established pursuant to Section 8.05 8.1 hereof)) with respect to the Notes; and (2ii) until all Obligations with respect to Senior Debt Indebtedness (as provided in subsection clause (1i) above) are paid in fullfull in cash, any distribution to which the Holders of Securities would be entitled (whether by reason of payment, set-off, redemption or subordination provisions or otherwise) but for this Article 11 shall be made to holders of Senior Debt Indebtedness (except that Holders of Notes may receive (iA) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (iiB) payments and other distributions made from any defeasance trust created previously established pursuant to Section 8.05 8.1 hereof), as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshalling marshaling of the Company's assets and liabilities: (1a) holders of Senior Debt shall be entitled to receive payment in full in cash, of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of Securities shall be entitled to receive any payment with respect to the Securities Notes (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.02 or 8.03 hereof); and (2b) until all Obligations with respect to Senior Debt (as provided in subsection (1) above) are paid in fullfull in cash, any distribution to which the Holders of Securities would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Permitted Junior Securities to (a) Senior Debt and (b) any securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 8.02 or 8.03 hereof), as their interests may appear.