Common use of Liquidation; Dissolution; Bankruptcy Clause in Contracts

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings to creditors upon a total or partial liquidation or a total or partial dissolution of Holdings or in a reorganization of or similar proceeding relating to Holdings or its property: (1) the holders of Holdings Senior Indebtedness shall be entitled to receive payment in full in cash of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be entitled to receive any payment; and (2) until the Holdings Senior Indebtedness is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall be made to holders of such Holdings Senior Indebtedness as their interests may appear, except that Holders of the Notes may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings the Parent Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of Holdings the Parent Guarantor or in a reorganization of or similar proceeding relating to Holdings the Parent Guarantor or its property: (1a) the holders of Holdings Senior Indebtedness of the Parent Guarantor shall be entitled to receive payment in full in cash of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be entitled to receive any payment; and (2b) until the Holdings Senior Indebtedness of the Parent Guarantor is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 II shall be made to holders of such Holdings Senior Indebtedness as their interests may appear, except that Holders of the Notes may receive and retain (x) that, so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, Holders may receive shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings this Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein); and (3c) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness of the Parent Guarantor and pay it over to them as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings any Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution or winding up of Holdings such Guarantor or upon any assignment for the benefit of creditors or marshalling of assets for such Guarantor or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings such Guarantor or its property, whether voluntary or involuntary: (1) the holders of Holdings Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of all Obligations with respect to such Holdings Senior Indebtedness (including all interest accruing after, or which would accrue but for, subsequent to the commencement filing of any such proceeding a petition in bankruptcy at the rate specified provided for in the applicable Holdings Senior Indebtednessdocumentation with respect thereto, whether or not a claim for such interest would be allowedis an allowed claim under applicable law) before Holders of the Notes Securityholders shall be entitled to receive any paymentpayment or distribution with respect to any Indenture Obligations of such Guarantor; and (2) until all Obligations with respect to the Holdings Senior Indebtedness of any Guarantor is paid in full in cash, any payment or distribution to which Holders of the Notes Securityholders would be entitled but for the subordination provisions of this Article 12 shall be made to holders of such Holdings Senior Indebtedness as their interests may appear, except that Holders securityholders may, in any proceeding of the Notes type described in Section 10.02 with respect to such Guarantor, receive securities of the Parent and/or the Company as provided in clause (2) of Section 10.02, which, in the case of debt securities of the Company, may receive and retain (x) be guaranteed by the Guarantors on substantially the same basis as provided in Article 11, so long as the Holders such guarantees are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are expressly subordinated to Holdings all Senior Indebtedness to at least to the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to provided in this Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appear12.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings any Guarantor to creditors upon (i) a total or partial liquidation or a total or partial dissolution of Holdings or such Guarantor; (ii) in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings such Guarantor or its property; or (iii) an assignment for the benefit of creditors or marshaling of such Guarantor’s assets and liabilities: (1) the holders of Holdings Senior Indebtedness Debt of such Guarantor shall be entitled to receive payment in full in cash of such Holdings Senior Indebtedness Debt (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior IndebtednessDebt, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be entitled to receive any payment; andpayment pursuant to the Guarantee of such Guarantor; (2) until the Holdings Senior Indebtedness Debt of any Guarantor is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall be made to holders of such Holdings Senior Indebtedness Debt as their interests may appear, except that Holders of the Notes may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes Note that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness Debt of such Guarantor and pay it over to them as their interests interest may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings the Company to creditors upon a total or partial liquidation or a total or partial dissolution of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its property: (1) the holders of Holdings Senior Indebtedness shall of the Company will be entitled to receive payment in full in cash or Temporary Cash Investments of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, before the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders holders of the Notes shall be Securities are entitled to receive any payment; and (2) until the Holdings Senior Indebtedness is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall be made to holders of such Holdings Senior Indebtedness as their interests may appearcash, securities or other property, except that Holders holders of the Notes Securities may receive and retain (xa) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) Securities and (yb) payments or deposits made from a trust established pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes Securities without violating the subordination provisions described hereinof this Article 10; (2) until the Senior Indebtedness of the Company is paid in full in cash or Temporary Cash Investments, any payment or distribution to which holders of the Securities would be entitled but for the subordination provisions of this Article 10 will be made to holders of such Senior Indebtedness as their interests may appear, except that holders of Securities may receive and retain (a) Permitted Junior Securities and (b) payments made from a trust established pursuant to Article 8 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Securities without violating the subordination provisions of this Article 10; and (3) if a distribution is made to Holders holders of the Notes Securities that, due to the subordination provisionsprovisions of this Article 10, should not have been made to them, such Holders holders of the Notes Securities are required to hold it in trust for the holders of Holdings Senior Indebtedness of the Company and pay it over to them as their interests may appear.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets of Holdings property or securities to creditors upon of the Company in a total or partial liquidation or a total or partial dissolution of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its property, or in an assignment for the benefit of creditors or any marshalling of the Company’s assets and liabilities: (1) the holders of Holdings Designated Senior Indebtedness Debt of the Company shall be entitled to receive payment in full in cash of all Obligations in respect of such Holdings Designated Senior Indebtedness Debt (including interest accruing after, or which would accrue but for, after the commencement of any such proceeding at the rate specified in the applicable Holdings Designated Senior IndebtednessDebt, whether or not a claim for such interest would be allowedallowed in such proceeding), and to have all unmatured or contingent Obligations of the Company under letters of credit or any of the agreements, transactions or arrangements described in clause (iii) of the definition of Designated Senior Debt to be fully cash-collateralized, before the Holders of the Notes shall be entitled to receive any paymentpayment or distribution with respect to the Notes and related Obligations (except in each case that Holders of Notes may receive and retain (A) Permitted Junior Securities and (B) payments made from any defeasance trust created pursuant to Sections 8.04 and 8.05 hereof provided, that the applicable deposit did not violate Article 8 or 13 of this Indenture; and (2) until all Obligations with respect to Designated Senior Debt of the Holdings Senior Indebtedness is Company (as provided in subsection (a)(1) above) are paid in full in cash, and all unmatured or contingent Obligations of the Company under letters of credit or any of the agreements, transaction or arrangements described in clause (iii) of the definition of Designated Senior Debt are fully cash-collateralized, any payment or distribution to which the Holders of the Notes and the related Note Guarantees would be entitled but for the subordination provisions of this Article 12 13 shall be made to holders of such Holdings Designated Senior Indebtedness as their interests may appear, Debt of the Company (except that Holders of the Notes and the related Guarantees may receive and retain (xA) so long as Permitted Junior Securities and (B) and payments made from any defeasance trust created pursuant to Sections 8.04 and 8.05 hereof provided, that the applicable deposit did not violate Article 8 or 13 of this Indenture. (b) Upon any payment or distribution of property or securities to creditors of a Guarantor in a liquidation or dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property, or in an assignment for the benefit of creditors or any marshalling of such Guarantor’s assets and liabilities: (1) the holders of Designated Senior Debt of such Guarantor shall be entitled to receive payment in full in cash of all Obligations in respect of such Designated Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Designated Senior Debt, whether or not a claim for such interest would be allowed in such proceeding), and to have all unmatured or contingent Obligations of such Guarantor under letters of credit or any of the agreements, transaction or arrangements described in clause (iii) of the definition of Designated Senior Debt to be fully cash-collateralized, before the Holders of the Notes and the related Guarantees shall be entitled to receive any payment or distribution with respect to the Guarantee made by such Guarantor (except in each case that Holders of the Notes and the related Guarantees may receive and retain (A) Permitted Junior Securities and (B) and payments made from any defeasance trust created pursuant to Sections 8.04 and 8.05 hereof provided, that the applicable deposit did not violate Article 8 or 13 of this Indenture); and (2) until all Obligations with respect to Designated Senior Debt of such Guarantor (as provided in subsection (b)(1) above) are paid in full in cash, and all unmatured or contingent Obligations of such Guarantor under letters of credit or any of the agreements, transaction or arrangements described in clause (iii) of the definition of Designated Senior Debt are fully cash-collateralized, any payment or distribution to which the Holders of the Notes and the related Guarantees would be entitled shall be made to holders of Designated Senior Debt of such Guarantor (except that Holders of the Notes and the related Guarantees may receive and retain (A) Permitted Junior Securities and (B) payments made from any defeasance trust created pursuant to Sections 8.04 and 8.05 hereof provided, that the applicable deposit did not violate Article 8 or 13 of this Indenture). Under the circumstances described in this Section 13.02, the Company, any 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 and instructed to make any payment or distribution to which the Holders of the Notes and the related Guarantees would otherwise be entitled (other than (A) Permitted Junior Securities and (B) payments made from any defeasance trust referred to in the same second parenthetical clause of each of clauses (a)(1), (a)(2), (b)(1) and (b)(2) above, which shall be delivered or a higher class paid to the Holders of creditors the Notes as set forth in such liquidation, dissolution or proceeding as clauses) directly to the holders of the Holdings Designated Senior Indebtedness, shares Debt of stock the Company and any debt securities that are subordinated Guarantor, as applicable, (pro rata to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, holders on the date or dates basis of the respective amounts were paid into of Designated Senior Debt of the trustCompany and any Guarantor, as applicable, held by such payments were made with respect holders) or their Representatives, or to any trustee or trustees under any other indenture pursuant to which any such Designated Senior Debt may have been issued, as their respective interests appear, to the Notes without violating the subordination provisions described herein; and (3) if a extent necessary to pay all such Designated Senior Debt in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution is made or provision thereof or to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust or for the holders of Holdings such Designated Senior Indebtedness Debt. To the extent any payment of or distribution in respect of Designated Senior Debt (whether by or on behalf of the Company or any 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 Designated Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and pay it over outstanding as if such payment had not occurred. To the extent the obligation to them repay any Designated 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 their interests may appearDesignated 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 to creditors of either of the assets of Holdings to creditors upon Issuers or any Subsidiary Guarantor in a total or partial liquidation or a total or partial dissolution of Holdings such Issuer or such Subsidiary Guarantor or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings such Issuer or such Subsidiary Guarantor or its property, in an assignment for the benefit of creditors or any marshaling of such Issuer's or such Subsidiary Guarantor's assets and liabilities: (1a) the holders of Holdings Senior Indebtedness Debt shall be entitled to receive payment in full in cash of such Holdings all Obligations in respect of Senior Indebtedness Debt (including interest accruing after, or which would accrue but for, after the commencement of any such proceeding at the rate specified in the applicable Holdings Senior IndebtednessDebt, whether or not a claim for such interest would be allowedan allowed claim in such proceeding) before Holders of the Notes shall be entitled to receive any paymentpayment 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 Article 8 hereof, provided that the funding of such trust was permitted); and (2b) until the Holdings all Obligations with respect to Senior Indebtedness is Debt (as provided in subsection (a) above) are paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 10 shall be made to holders of such Holdings Senior Indebtedness as their interests may appear, Debt (except that Holders of the Notes may receive and retain (xi) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) Securities and (yii) payments or deposits and other distributions made from any defeasance trust created pursuant to Article 8 or Article 13 so long ashereof, on provided that the date or dates the respective amounts were paid into the trustfunding of such trust was permitted), such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings a Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of Holdings such Guarantor or in a reorganization of or similar proceeding relating to Holdings such Guarantor or its property: (1) the holders of Holdings Designated Senior Indebtedness guaranteed by such Guarantor shall be entitled to receive payment in full in cash of such Holdings Designated Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Designated Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes Securities shall be entitled to receive any payment; and (2) until the Holdings Designated Senior Indebtedness is guaranteed by such Guarantor are paid in full in cash, any payment or distribution to which Holders of the Notes Securities would be entitled but for the subordination provisions of this Article 12 13 shall be made to holders of such Holdings Designated Senior Indebtedness as their interests may appear, except that Holders of the Notes Securities may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) Securities and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes Securities without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes Securities that, due to the subordination provisions, should not have been made to them, such Holders of the Notes Securities are required to hold it in trust for the holders of Holdings Designated Senior Indebtedness guaranteed by such Guarantor and pay it over to them as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings a Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of Holdings such Guarantor or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings such Guarantor or its propertyproperties: (1a) the holders of Holdings Senior Indebtedness of such Guarantor shall be entitled to receive payment Payment in full in cash Full of such Holdings Senior Indebtedness (including interest accruing after, or which that would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a such claim for such interest would be allowed) before the Holders of the Notes shall be entitled to receive any paymentpayment pursuant to any Guaranteed Obligations from such Subsidiary Guarantor; and (2b) until the Holdings Senior Indebtedness of such Guarantor is paid Paid in full in cashFull, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall be made to holders of such Holdings Senior Indebtedness as their respective interests may appear, except that Holders of the Notes may receive and retain (x) so long as payments made from the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 defeasance trust described under Section 10.01 so long as, on the date or dates the respective amounts were paid into the defeasance trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and. (3c) if a distribution is made to Holders Nothing in this Section 12.02 shall prohibit (i) the accretion of the Accreted Value of the Notes thator (ii) payment or distribution of stock or securities of the Company 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 law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as, due or to the subordination provisionsa greater extent than, should not have been made to them, such Holders of the Notes are required to hold it so subordinated as provided in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearthis Article 8.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings the Company to creditors upon a total or partial liquidation or a total or partial dissolution of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its propertyproperties: (1a) the holders of Holdings Senior Indebtedness of the Company shall be entitled to receive payment Payment in full in cash Full of such Holdings Senior Indebtedness (including interest accruing after, or which that would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a such claim for such interest would be allowed) before the Holders of the Notes shall be entitled to receive any paymentpayment of the Note Amounts; and (2b) until the Holdings Senior Indebtedness of the Company is paid Paid in full in cashFull, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 8 shall be made to holders of such Holdings Senior Indebtedness as their interests may appear, except that Holders of the Notes may receive and retain (x) so long as payments made from the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 defeasance trust described under Section 10.01 so long as, on the date or dates the respective amounts were paid into the defeasance trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and. (3c) if a distribution is made to Holders Nothing in this Section 8.02 shall prohibit (i) the accretion of the Accreted Value of the Notes thator (ii) payment or distribution of stock or securities of the Company 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 law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as, due or to the subordination provisionsa greater extent than, should not have been made to them, such Holders of the Notes are required to hold it so subordinated as provided in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearthis Article 8.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings the Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of Holdings the Issuer or in a reorganization of or similar proceeding relating to Holdings the Issuer or its property: (1i) the holders of Holdings Designated Senior Indebtedness shall be entitled to receive payment in full in cash of such Holdings Designated Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Designated Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes Securities shall be entitled to receive any payment; and (2ii) until the Holdings Designated Senior Indebtedness is paid in full in cash, any payment or distribution to which Holders of the Notes Securities would be entitled but for the subordination provisions of this Article 12 Indenture shall be made to holders of such Holdings Designated Senior Indebtedness as their interests may appear, except that Holders of the Notes Securities may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) Securities and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes Securities without violating the subordination provisions described herein; and (3iii) if a distribution is made to Holders of the Notes Securities that, due to the subordination provisions, should not have been made to them, such Holders of the Notes Securities are required to hold it in trust for the holders of Holdings Designated Senior Indebtedness and pay it over to them as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution Distribution to creditors of the assets of Holdings to creditors upon Company in a total or partial liquidation or a total or partial dissolution of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its property: , an assignment for the benefit of creditors or any marshaling of the Company's assets and liabilities, (1a) the holders of Holdings Senior Indebtedness shall will be entitled to receive payment Payment in full in cash or cash equivalents of all Obligations due in respect of such Holdings Senior Indebtedness (including including, without limitation, interest accruing after, or which would accrue but for, after the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before the Holders of the Notes shall will be entitled to receive any payment; and Payment with respect to the Subordinated Note Obligations (2except that Holders of Notes may receive and retain Permitted Junior Securities and Payments and other Distributions made from the trust described in Section 8.04 hereof), and (b) until the Holdings all Obligations with respect to Senior Indebtedness is are paid in full in cashcash or cash equivalents, any payment or distribution Distribution to which the Holders of the Notes would be entitled but for the subordination provisions of this Article 12 10 shall be made to the holders of such Holdings Senior Indebtedness as their interests may appear, (except that Holders of the Notes may receive and retain Permitted Junior Securities and Payments and other Distributions made from the trust described Section 8.04 hereof) as their interests appear; provided, however, that nothing in this Section 10.02 shall prevent the issuance of Secondary Notes in lieu of a cash payment of any or all interest due on any Interest Payment Date; provided, further, however, that certain distributions of proceeds by the Company to Holders of Notes shall be subject to the terms of the (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) Collateral Agency Agreement and (y) payments or deposits made pursuant the Intercreditor Agreement that is to Article 8 or Article 13 so long as, on be executed by the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders initial holders of the Notes thatNotes, due to the subordination provisions, should not have been made to them, such Holders terms of the Notes which are required to hold it substantially as set forth in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearhereto.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings to creditors upon a total or partial liquidation or a total or partial dissolution of Holdings or in a reorganization of or similar proceeding relating to Holdings or its property: (1) the holders of Holdings Senior Indebtedness shall be entitled to receive payment in full in cash of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be entitled to receive any payment; and (2) until the Holdings Senior Indebtedness is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 14 shall be made to holders of such Holdings Senior Indebtedness as their interests may appear, except that Holders of the Notes may receive and retain (x) retain, so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein); and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of In the assets of Holdings to creditors upon event of: (1) a total or partial liquidation or a total or partial dissolution of Holdings or in the Company; (2) a reorganization reorganization, bankruptcy, insolvency, receivership of or similar proceeding relating to Holdings the Company or its property:; or (13) an assignment for the benefit of creditors or marshaling of the Company’s assets and liabilities, then the holders of Holdings Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents in respect of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowedallowed in such proceeding) before the Holders of the Notes shall be entitled to receive any payment; and payment or distribution other than Junior Securities (2) as defined below), in the event of any payment or distribution of the assets or securities of the Company. In addition, until the Holdings Senior Indebtedness is paid in full in cashcash or Cash Equivalents, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 Indenture shall be made to holders of such Holdings the Senior Indebtedness as their interests may appear, except that the Holders of the Notes may receive (a) Capital Stock and retain (xb) so long as the Holders are not debt securities, in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities each case that are subordinated in right of payment to Holdings such Senior Indebtedness (or any securities or debt instruments distributed in lieu thereof) to at least the same extent as the Holdings Guarantee Notes (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments ). If a payment or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such the Holders of the Notes are required to shall hold it in trust for the holders of Holdings Senior Indebtedness and pay it the payment or distribution over to them holders of Senior Indebtedness, as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings the Company or the Subsidiary Guarantors to creditors upon a total liquidation, dissolution or partial liquidation winding up of the Company or the Subsidiary Guarantors, a total or partial dissolution of Holdings or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its the Subsidiary Guarantors or their respective property: (1) , an assignment for the benefit of the Company's or the Subsidiary Guarantors' creditors or the marshaling of their respective assets and liabilities, the holders of Holdings Senior Indebtedness shall Debt will be entitled to receive payment in full in cash of such Holdings all Obligations due in respect of Senior Indebtedness Debt (including interest accruing after, or which would accrue but for, after the commencement of any such bankruptcy proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowedDebt) before the Holders of the Notes shall be are entitled to receive any payment; and (2) until payment of principal of, premium, if any, or interest on, the Holdings Notes and the Subsidiary Guarantees, except that Holders of Notes may receive and retain such payments made in Permitted Junior Securities and payments made from the trust described in Article 8 hereof. Until all Senior Indebtedness Debt is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall will be made to holders of such Holdings the Senior Indebtedness Debt as their interests may appear, appear (except that Holders of the Notes may receive and retain payments made in Permitted Junior Securities and payments and other distributions made from the trust described in Article 8 hereof; provided that (xi) so long as no Holder of Notes shall have the Holders are not right to receive and retain any such Permitted Junior Securities if the existence of such right would have the effect of causing the Notes and the Subsidiary Guarantees to be treated in the same or a higher class of creditors in such liquidation, dissolution or proceeding claims as the Senior Debt of the Company and the Subsidiary Guarantors 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 Notes on the Holdings Senior Indebtedness, shares account of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with Securities until all Obligations in respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not Senior Debt have been made to them, such Holders of the Notes are required to hold it paid in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearfull in cash).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings a Note Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of Holdings such Note Guarantor or in a reorganization of or similar proceeding relating to Holdings such Note Guarantor or its property: (1) the holders of Holdings Senior Indebtedness of such Note Guarantor shall be entitled to receive payment in full in cash of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be entitled to receive any payment; and (2) until the Holdings Senior Indebtedness of such Note Guarantor is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 13 shall be made to holders of such Holdings Senior Indebtedness as their interests may appear, except that Holders of the Notes may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) Securities and (y) payments or deposits made pursuant to Article 8 or Article 13 15 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness of such Note Guarantor and pay it over to them as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution to creditors of either of the assets of Holdings to creditors upon Issuers or any Subsidiary Guarantor in a total or partial liquidation or a total or partial dissolution of Holdings such Issuer or such Subsidiary Guarantor or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings such Issuer or such Subsidiary Guarantor or its property, in an assignment for the benefit of creditors or any marshaling of such Issuer's or such Subsidiary Guarantor's assets and liabilities: (1a) the holders of Holdings Senior Indebtedness Debt and holders of Guarantor Senior Debt shall be entitled to receive payment in full in cash of such Holdings all Obligations in respect of Senior Indebtedness Debt and Guarantor Senior Debt (including interest accruing after, or which would accrue but for, after the commencement of any such proceeding at the rate specified in the applicable Holdings Senior IndebtednessDebt, whether or not a claim for such interest would be allowedan allowed claim in such proceeding) before Holders of the Notes shall be entitled to receive any paymentpayment with 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, provided that the funding of such trust was permitted); and (2b) until the Holdings all Obligations with respect to Senior Indebtedness is Debt (as provided in subsection (a) above) are paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 10 shall be made to holders of such Holdings Senior Indebtedness as their interests may appear, Debt (except that Holders of the Notes may receive and retain (xi) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) Securities and (yii) payments or deposits and other distributions made from any defeasance trust created pursuant to Article 8 or Article 13 so long ashereof, on provided that the date or dates the respective amounts were paid into the trustfunding of such trust was permitted), such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution to creditors of the assets of Holdings to creditors upon Company in a total or partial liquidation or a total or partial dissolution of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its property, in an assignment for the benefit of creditors or any marshaling of the Company's assets and liabilities: (1i) the holders of Holdings Senior Indebtedness shall will be entitled to receive payment in full in cash or cash equivalents of such Holdings all Obligations due in respect of Senior Indebtedness (including including, with respect to Designated Senior Indebtedness, any interest accruing after, or which would accrue but for, after the commencement of any such proceeding described below at the rate specified in the applicable Holdings Designated Senior Indebtedness, Indebtedness whether or not a interest is an allowed claim for enforceable against the Company in such interest would be allowedproceeding) before the Holders of the Notes shall will be entitled to receive any payment; and (2) until the Holdings payment on account of Senior Indebtedness is paid in full in cash, Subordinated Obligations or any payment or distribution to which Holders acquire any of the Notes would be entitled but for cash, property or securities, or any distribution with respect to the subordination provisions Notes of this Article 12 shall be made to holders of such Holdings Senior Indebtedness as their interests may appearany cash, property or securities (except that Holders of the Notes may receive and retain (xA) so long as Permitted Junior Securities and (B) payments made from the Holders are not trust described in Article 8 hereof), in the same event of any distribution to creditors of the Company: (1) in a liquidation or dissolution of the Company; (2) in a higher class bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (3) in an assignment for the benefit of creditors creditors; or (4) in any marshaling of the Company's assets and liabilities. (ii) until all Obligations due with respect to Senior Indebtedness (including, with respect to Designated Senior Indebtedness, any interest accruing after the 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 liquidationproceeding) are paid in full in cash or cash equivalents, dissolution or proceeding as any such distribution to which Holders would be entitled shall be made to the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock except that Holders may receive and debt securities referred to herein as “Holdings retain (A) Permitted Junior Securities”) Securities and (yB) payments or deposits made pursuant to from the trust described in Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearhereof).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings to creditors upon of any Guarantor in a total or partial liquidation or a total or partial dissolution of Holdings such Guarantor or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings such Guarantor or its property, or upon an assignment for the benefit of creditors or any marshalling of such Guarantor's assets and liabilities, in each case whether voluntary or involuntary: (1a) the holders of Holdings Senior Indebtedness Debt of such Guarantor shall be entitled to receive payment in full in cash of all Obligations due in respect of such Holdings Senior Indebtedness Debt (including all interest accruing after, or which would accrue but for, after the commencement of any such proceeding at the rate specified in the applicable Holdings Senior IndebtednessDebt, whether or not a claim for such interest would be allowedis an allowed claim under applicable law) before Holders of the Notes shall be entitled to receive any paymentpayment or distribution with, under or with respect to, the Subsidiary Guarantee of such Guarantor (except that Holders of Notes may receive payments made from any trust created pursuant to Section 8.05 hereof so long as, at the time of deposit thereof in such trust, such payments did not violate this Article XII and otherwise complied with the provisions of Article VIII); and (2b) until the Holdings all Obligations with respect to all Senior Indebtedness is Debt of such Guarantor are paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 XII shall be made to holders of Senior Debt of such Holdings Senior Indebtedness as their interests may appear, Guarantor (except that Holders of the Notes may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and payments made from any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made trust created pursuant to Article 8 or Article 13 Section 8.05 hereof so long as, on at the date or dates the respective amounts were paid into the time of deposit thereof in such trust, such payments were made did not violate this Article XII and otherwise complied with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearArticle VIII).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of In the assets of Holdings to creditors upon event of: (a) a total or partial liquidation or a total or partial dissolution of Holdings or in the Company; (b) a reorganization reorganization, bankruptcy, insolvency, receivership of or similar proceeding relating to Holdings the Company or its property:; or (1c) an assignment for the benefit of creditors or marshaling of the Company’s assets and liabilities, then the holders of Holdings Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents in respect of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowedallowed in such proceeding) before the Holders of the Notes shall be entitled to receive any payment; and payment or distribution other than Junior Securities (2) as defined below), in the event of any payment or distribution of the assets or securities of the Company. In addition, until the Holdings Senior Indebtedness is paid in full in cashcash or Cash Equivalents, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 the Indenture shall be made to holders of such Holdings the Senior Indebtedness as their interests may appear, except that the Holders of the Notes may receive (a) Capital Stock and retain (xb) so long as the Holders are not debt securities, in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities each case that are subordinated in right of payment to Holdings such Senior Indebtedness (or any securities or debt instruments distributed in lieu thereof) to at least the same extent as the Holdings Guarantee Notes (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments ). If a payment or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such the Holders of the Notes are required to shall hold it in trust for the holders of Holdings Senior Indebtedness and pay it the payment or distribution over to them holders of Senior Indebtedness, as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any (i) bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, (ii) assignment for the benefit of creditors or any marshalling of the assets and liabilities of the Company or (iii) payment or distribution of the assets of Holdings the Company to creditors upon of the Company in a total or partial liquidation or a total or partial dissolution of Holdings or in a reorganization of or similar proceeding relating to Holdings or its propertythe Company: (1) the holders of Holdings Senior Indebtedness shall be entitled to receive payment in full in cash or, at the option of the holders of such Holdings Senior Indebtedness Indebtedness, cash equivalents (including including, in the case of Specified Senior Indebtedness, interest accruing after, or which would accrue but for, after the commencement of any such proceeding at the rate specified in the instrument evidencing the applicable Holdings Specified Senior Indebtedness, whether or not a claim for therefor is allowed, to the date of payment of such interest would be allowedSpecified Senior Indebtedness) before the Holders of the Notes shall be entitled to receive any paymentpayment of principal of, premium, if any, interest on and Liquidated Damages, if any, with respect to the Notes; and (2) until the Holdings Senior Indebtedness (as provided in subsection (1) above) is paid in full in cashcash or, at the option of the holders of the Senior Indebtedness, cash equivalents, any payment or distribution to which the Holders of the Notes would be entitled but for the subordination provisions of this Article 12 X shall be made to holders of such Holdings Senior Indebtedness Indebtedness, as their interests may appear, except that the Holders of the Notes may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock Equity Interests and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appear.Senior

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings to creditors upon a total or partial liquidation or a total or partial dissolution of Holdings or in a reorganization of or similar proceeding relating to Holdings or its property: (1i) the holders of Holdings Senior Indebtedness shall be entitled to receive payment in full in cash of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be entitled to receive any payment; and (2ii) until the Holdings Senior Indebtedness is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 Section 9.08 shall be made to holders of such Holdings Senior Indebtedness as their interests may appear, except that Holders of the Notes may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 10 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3iii) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appear.

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets of Holdings the Company to creditors upon a total liquidation, dissolution or partial liquidation or a total or partial dissolution winding-up of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its property: (1) property or upon an assignment for the benefit of the Company's creditors or the marshaling of its assets and liabilities, the holders of Holdings Senior Indebtedness shall Debt will be entitled to receive payment in full in cash of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, before the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be are entitled to receive any payment; andpayment of principal of, premium, if any, or interest on, the Notes, except that Holders may receive and retain such payments made in Permitted Junior Securities and payments from the trust described in Article 8 hereof. (2b) until Until the Holdings Senior Indebtedness Debt is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall 10 will be made to holders of such Holdings the Senior Indebtedness Debt as their interests may appear, appear (except that Holders of the Notes may receive and retain payments made in Permitted Junior Securities and payments and other distributions made from the trust described in Article 7 hereof; provided that (xi) so long as no Holder shall have the Holders are not 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 or a higher class of creditors in such liquidation, dissolution or proceeding 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 Notes on the Holdings Senior Indebtedness, shares account of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with Securities until all Obligations in respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not Senior Debt have been made to them, such Holders of the Notes are required to hold it paid in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearfull in cash).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings the Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of Holdings the Issuer or in a reorganization of or similar proceeding relating to Holdings the Issuer or its property: (1i) the holders of Holdings Senior Indebtedness of the Issuer shall be entitled to receive payment in full in cash of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be entitled to receive any payment; and; (2ii) until the Holdings Senior Indebtedness of the Issuer is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 Indenture shall be made to holders of such Holdings Senior Indebtedness as their interests may appear, except that Holders of the Notes may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) Securities and (y) payments or deposits made pursuant to Article 8 or Article 13 15 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3iii) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness of the Issuer and pay it over to them as their interests may appear.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution to creditors of the assets of Holdings to creditors upon Company in a total or partial liquidation or a total or partial dissolution of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its property: (1) , an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities, holders of Holdings Senior Indebtedness Debt shall be entitled to receive payment in full of all Obligations due in cash respect of such Holdings Senior Indebtedness Debt (including interest accruing after, or which would accrue but for, after the commencement of any such proceeding at the rate specified in the applicable Holdings Senior IndebtednessDebt, whether or not allowed or allowable as a claim for in such interest would be allowedproceeding) before the Holders of the Notes shall be entitled to receive any payment; and (2) payment with respect to the Securities, and until the Holdings all Obligations with respect to Senior Indebtedness is Debt are paid in full in cashfull, any payment or distribution to which the Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall be made to holders of such Holdings Senior Indebtedness as their interests may appear, except that Holders of the Notes may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt Debt (except (a) that Holders may receive securities that (i) are subordinated to Holdings Senior Indebtedness to at least to the same extent as the Holdings Guarantee Securities to Senior Debt and any securities issued in exchange for Senior Debt, (such stock and debt securities referred ii) are unsecured (except to herein as “Holdings Permitted Junior Securities”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 (yiv) 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 Debt under the New Credit Facility pursuant to a plan of reorganization or readjustment and (b) payments or deposits made pursuant to Article 8 or Article 13 so long as, on from the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions trust described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearSection 8.04).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings to creditors the Company upon a total or partial liquidation liquidation, dissolution or a total or partial dissolution winding up of Holdings the Company or in a reorganization bankruptcy, reorganization, insolvency, receivership, assignment for the benefit of creditors, marshaling of the Company's assets or liabilities, or similar proceeding relating to Holdings the Company or its property:property (each such event, if any, herein sometimes referred to as a "Proceeding"): (1a) the holders of Holdings Senior Indebtedness Debt of the Company shall be entitled to receive payment in full in cash of such Holdings all Obligations in respect of the Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) Debt before Holders of the Notes shall will be entitled to receive any paymentpayment with respect to the Notes (except that Holders may receive and retain Permitted Junior Securities and payments made from the trust described in Article 15), whether such payments relate to the principal of, any premium on, or interest (including any Special Interest) on the Notes; and (2b) until the Holdings Senior Indebtedness Debt of the Company is paid in full in cash, any payment distribution made by or distribution on behalf of the Company to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall be made to holders of such Holdings Senior Indebtedness Debt of the Company as their interests may appear, except that Holders of the Notes may receive and retain (xa) so long as Permitted Junior Securities and (b) payments and other distributions made from the Holders are not trust described in Article 15; provided that (i) no Holder of the Notes 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 Notes to be treated in the same or a higher class of creditors in such liquidation, dissolution or proceeding 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 Notes on the Holdings Senior Indebtedness, shares account of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments Securities until all Obligations in respect of Senior Debt have been paid in full in cash. For purposes of this Section "paid in full" or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made "payment in full," as used with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders Senior Debt of the Notes thatCompany, due means the receipt of cash in payment of the principal amount of such Senior Debt and premium, if any, and, interest thereon to the subordination provisionsdate of such payment, should not have been made to them, and any other Obligations due in respect of such Holders Senior Debt. The consolidation of the Notes are required Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, assignment, lease or transfer of all or substantially all of its Property or assets to hold it another Person upon the terms and conditions set forth in trust Article 7 hereof shall not be deemed a Proceeding for the holders purposes of Holdings Senior Indebtedness and pay it over to them this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale, conveyance, assignment, lease, or transfer such Property or assets, as their interests the case may appearbe, 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. (a) Upon any payment or distribution of the assets of Holdings the Company to creditors upon a total liquidation, dissolution or partial liquidation or a total or partial dissolution winding-up of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its property: (1) property or upon an assignment for the benefit of the Company's creditors or the marshaling of its assets and liabilities, the holders of Holdings Senior Indebtedness shall Debt will be entitled to receive payment in full in cash of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, before the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be are entitled to receive any payment; andpayment of principal of, premium, if any, or interest on, the Notes, except that Holders may receive and retain such payments made in Permitted Junior Securities and payments from the trust described in Article 7 hereof. (2b) until Until the Holdings Senior Indebtedness Debt is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall 10 will be made to holders of such Holdings the Senior Indebtedness Debt as their interests may appear, appear (except that Holders of the Notes may receive and retain payments made in Permitted Junior Securities and payments and other distributions made from the trust described in Article 7 hereof; provided that (xi) so long as no Holder shall have the Holders are not 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 or a higher class of creditors in such liquidation, dissolution or proceeding 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 Notes on the Holdings Senior Indebtedness, shares account of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with Securities until all Obligations in respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not Senior Debt have been made to them, such Holders of the Notes are required to hold it paid in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearfull in cash).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings to creditors the Company upon a total or partial liquidation or a total dissolution or partial dissolution of Holdings or in a reorganization of or similar proceeding relating to Holdings the Company or its property: (1) , the holders of Holdings Senior Indebtedness shall of the Company will be entitled to receive payment in full in cash of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, before the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be Noteholders are entitled to receive any payment; and (2) payment from the Company, and until the Holdings such Senior Indebtedness is paid in full in cashfull, any payment or distribution to which Holders of the Notes Noteholders would be entitled but for the subordination provisions of this Article 12 shall the Indenture will be made to holders of such Holdings Senior Indebtedness as their interests may appear, appear except that Holders of the Notes Noteholders may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, 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 Holdings such Senior Indebtedness to at least the same extent as the Holdings Guarantee (Notes; provided that such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments are provided for by a plan of reorganization or deposits made pursuant to Article 8 readjustment authorized by an order or Article 13 so long asdecree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy, on the date insolvency or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if other similar law. If a distribution is made to Holders of the Notes Noteholders that, due to the subordination provisions, should not have been made to them, such Holders of the Notes Noteholders are required to hold it in trust for the holders of Holdings the relevant Senior Indebtedness and pay it over to them as their interests may appearto the extent due and payable to the them.

Liquidation; Dissolution; Bankruptcy. Upon Upon (a) any payment or distribution of the assets of Holdings to creditors upon of AirGate or any Guarantor in a total or partial liquidation or a total or partial dissolution of Holdings AirGate or any Guarantor or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings either AirGate or its propertyproperty or any Guarantor or its property or (b) an assignment for the benefit of creditors or any marshalling of AirGate's or any Guarantor's assets and liabilities: (1i) the holders of Holdings Senior Indebtedness Debt shall be entitled to receive payment in full of all Obligations due in cash or Cash Equivalents in respect of such Holdings Senior Indebtedness Debt (including interest accruing after, or which would accrue but for, after the commencement of any such proceeding proceeding, whether or not allowed, at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowedDebt) before Holders of the Notes shall be entitled to receive any payment; andpayment on account of any Obligations on the Notes (except that Holders may receive and retain Permitted Junior Securities and payments made from the trust described in Section 8.4 hereof); (2ii) until the Holdings all Obligations with respect to Senior Indebtedness is Debt (as provided in clause (i) above) are paid in full in cashcash or Cash Equivalents, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 XI shall be made to holders of such Holdings Senior Indebtedness Debt (except that Holders may receive and retain Permitted Junior Securities and payments made from the trust described in Section 8.4 hereof), as their interests may appearappear to the extent necessary to make payment in full on all Obligations with respect to Senior Debt remaining unpaid, except that Holders after giving effect to all concurrent payments or distributions to the holders of Senior Debt; (iii) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or any Holder shall have received any payment in respect of the Notes may receive (other than a payment in Permitted Junior Securities and retain from the trust described in Section 8.4 hereof) when (xA) so long the payment is prohibited by this Article, and (B) the Trustee or the Holder has actual knowledge or otherwise receives notice that such payment is prohibited, the Trustee or the Holder, as the Holders are not in case may be, shall hold the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it payment in trust for the benefit of the holders of Holdings Senior Indebtedness Debt, and pay it over upon the written request of the holders of Senior Debt, the Trustee or the Holder, as the case may be, shall deliver the amounts in trust to them the holders of Senior Debt or their proper representative under the indenture or other agreement (if any) pursuant to which such Senior Debt may have been issued, as their interests its interest may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. The consolidation of AirGate or any Guarantor with, or the merger of AirGate or any Guarantor into, another Person or the liquidation or dissolution of AirGate or 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 Article V 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, shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions set forth in Article V and, in the case of AirGate, such other Person shall assume AirGate's obligations hereunder in accordance with Article V hereof.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution to creditors of the assets of Holdings to creditors upon Company in a total or partial liquidation or a total or partial dissolution of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its property: (1) , an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities, the holders of Holdings Senior Indebtedness Debt shall be entitled to receive payment in full of all Obligations due in cash respect of such Holdings Senior Indebtedness Debt (including interest accruing after, or which would accrue but for, after the commencement of any such proceeding at the rate specified in the applicable Holdings Senior IndebtednessDebt, whether or not allowed or allowable as a claim for in such interest would be allowedproceeding) before the Holders of the Notes shall be entitled to receive any payment; and (2) payment with respect to the Securities, and until the Holdings all Obligations with respect to Senior Indebtedness is Debt are paid in full in cashfull, any payment or distribution to which the Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall be made to holders of such Holdings Senior Indebtedness as their interests may appear, except that Holders of the Notes may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt Debt (except (a) that Holders may receive securities that (i) are subordinated to Holdings Senior Indebtedness to at least to the same extent as the Holdings Guarantee Securities to Senior Debt and any securities issued in exchange for Senior Debt, (such stock and debt securities referred ii) are unsecured (except to herein as “Holdings Permitted Junior Securities”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 (yiv) 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 Debt under the Existing Credit Facility pursuant to a plan of reorganization or readjustment, and (b) payments or deposits made pursuant to Article 8 or Article 13 so long as, on from the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions trust described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearSection 8.04).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution to creditors of the assets of Holdings to creditors upon Company in a total or partial liquidation or a total or partial dissolution of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its property: (1) , an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities, holders of Holdings Senior Indebtedness Debt shall be entitled to receive payment in full of all Obligations due in cash respect of such Holdings Senior Indebtedness Debt (including interest accruing after, or which would accrue but for, after the commencement of any such proceeding proceedings at the rate specified in the applicable Holdings Senior IndebtednessDebt, whether or not allowed or allowable as a claim for in such interest would be allowedproceeding) before the Holders of the Notes shall be entitled to receive any payment; and (2) payment with respect to the Securities, and until the Holdings all Obligations with respect to Senior Indebtedness is Debt are paid in full in cashfull, any payment or distribution to which the Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall be made to holders of such Holdings Senior Indebtedness as their interests may appear, except that Holders of the Notes may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt Debt (except (a) that Holders may receive securities that (i) are subordinated to Holdings Senior Indebtedness to at least to the same extent as the Holdings Guarantee Securities to Senior Debt and any securities issued in exchange for Senior Debt, (such stock and debt securities referred ii) are unsecured (except to herein as “Holdings Permitted Junior Securities”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 (yiv) 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 Debt under the New Credit Facility pursuant to a plan of reorganization or readjustment and (b) payments or deposits made pursuant to Article 8 or Article 13 so long as, on from the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions trust described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearSection 8.04).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings to creditors upon of Services or CCPR, as the case may be, in a total or partial liquidation or a total or partial dissolution of Holdings Services or CCPR, as the case may be, or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings Services, CCPR or its propertytheir respective properties, an assignment for the benefit of creditors or any marshalling of Services' or CCPR's assets and liabilities: (1a) the holders of Holdings Senior Indebtedness shall Debt will be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of such Holdings Senior Indebtedness Debt (including interest accruing after, or which would accrue but for, after the commencement of any such proceeding at the rate specified in the applicable Holdings Senior IndebtednessDebt, whether or not such interest is allowable as a claim for in any such interest would be allowedproceeding) before the Holders of the Notes shall be entitled to receive any paymentpayment with respect to the Notes or the Guarantee (except that Holders 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 defeasance trust created pursuant to Article 8 hereof); and (2b) until the Holdings all Obligations with respect to Senior Indebtedness is Debt are paid in full in cashcash or Cash Equivalents, any payment or distribution to which the Holders of the Notes would be entitled but for the subordination provisions of this Article 12 10 shall be made to the holders of such Holdings Senior Indebtedness as their interests may appear, Debt (except that Holders of the Notes may receive and retain (xi) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock Permitted Junior Securities and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings other Permitted Junior Securities”) Securities issued in exchange for any Permitted Junior Securities and any securities issued in exchange for Senior Debt and (yii) payments or deposits and other distributions made from the defeasance trust created pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearhereof).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution Distribution to creditors of the assets of Holdings to creditors upon Company in a total or partial liquidation or a total or partial dissolution of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its property: , an assignment for the benefit of creditors or any marshaling of the Company's assets and liabilities, (1a) the holders of Holdings Senior Indebtedness shall will be entitled to receive payment Payment in full in cash or cash equivalents of all Obligations due in respect of such Holdings Senior Indebtedness (including including, without limitation, interest accruing after, or which would accrue but for, after the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before the Holders of the Notes shall will be entitled to receive any payment; and Payment with respect to the Subordinated Note Obligations (2except that Holders of Notes may receive and retain Permitted Junior Securities and Payments and other Distributions made from the trust described in Section 8.04 hereof), and (b) until the Holdings all Obligations with respect to Senior Indebtedness is are paid in full in cashcash or cash equivalents, any payment or distribution Distribution to which the Holders of the Notes would be entitled but for the subordination provisions of this Article 12 10 shall be made to the holders of such Holdings Senior Indebtedness as their interests may appear, (except that Holders of the Notes may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”Securities and Payments and other Distributions made from the trust described Section 8.04 hereof) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appear; provided, however, that nothing in this Section 10.02 shall prevent the issuance of Secondary Notes in lieu of a cash payment of any or all interest due on any Interest Payment Date.

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution distribution, whether of Cash, securities or other property, to creditors of the assets of Holdings to creditors upon Company in a liquidation (total or partial liquidation partial), reorganization or a total or partial dissolution of Holdings the Company, whether voluntary or involuntary, or in a reorganization bankruptcy, reorganization, insolvency, receivership, assignment for the benefit of creditors, marshalling of assets or similar proceeding relating to Holdings the Company or its property: (1) the holders of Holdings Senior Indebtedness shall be entitled to receive payment in full full, in cash Cash or Cash equivalents, of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be entitled to receive any paymentpayment of principal of, or interest on, or any other distribution with respect to, the 1997 Notes; and (2) until the Holdings Senior Indebtedness is paid in full as provided in cashclause (1) above, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 10 shall be made to the holders of such Holdings Senior Indebtedness as their interests may appear, ; in each case except that Holders of the Notes may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent and pursuant to the same or more stringent terms as are the Holdings Guarantee (such stock and debt securities 1997 Notes. Upon any distribution of assets of the Company, referred to herein as “Holdings Permitted Junior Securities”) in this Section 10.02, the Trustee and (y) payments the Holders shall be entitled to rely upon any ------------- order or deposits made pursuant to Article 8 decree of a court of competent jurisdiction in which such bankruptcy, reorganization, insolvency, receivership, assignment for the benefit of creditors, marshalling of assets or Article 13 so long assimilar proceedings are pending, on or a certificate of the date liquidating trustee or dates the respective amounts were paid into the trust, agent or other such payments were made with respect Person making any distribution to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due Trustee or to the subordination provisionsHolders, should not have been made for the purpose of ascertaining the persons entitled to themparticipate in such distribution, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appear.Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution to creditors of the assets of Holdings to creditors upon Company in a total or partial liquidation or a total or partial dissolution of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its property, in an assignment for the benefit of creditors or any marshaling of the Company's assets and liabilities: (1i) the holders of Holdings Senior Indebtedness shall will be entitled to receive payment in full in cash or cash equivalents of such Holdings all Obligations due in respect of Senior Indebtedness (including including, with respect to Designated Senior Indebtedness, any interest accruing after, or which would accrue but for, after the commencement of any such proceeding described below at the rate specified in the applicable Holdings Designated Senior Indebtedness, Indebtedness whether or not a interest is an allowed claim for enforceable against the Company in such interest would be allowedproceeding) before the Holders of the Notes shall will be entitled to receive any payment; and (2) until the Holdings payment on account of Senior Indebtedness is paid in full in cash, Subordinated Obligations or any payment or distribution to which Holders acquire any of the Notes would be entitled but for cash, property or securities, or any distribution with respect to the subordination provisions Notes of this Article 12 shall be made to holders of such Holdings Senior Indebtedness as their interests may appearany cash, property or securities (except that Holders of the Notes may receive and retain (xA) so long as Permitted Junior Securities and (B) payments made from the Holders are not trust described in Article 8 hereof), in the same event of any distribution to creditors of the Company: (1) in a liquidation or dissolution of the Company; (2) in a higher class bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (3) in an assignment for the benefit of creditors creditors; or (4) in any marshaling of the Company's assets and liabilities. (ii) until all Obligations due with respect to Senior Indebtedness (including, with respect to Designated Senior Indebtedness, any interest accruing after the 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 liquidationproceeding) are paid in full in cash or cash equivalents, dissolution or proceeding as any such distribution to which Holders would be entitled shall be made to the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock except that Holders may receive and debt securities referred to herein as “Holdings retain (A) Permitted Junior Securities”) Securities and (yB) payments or deposits made pursuant to from the trust described in Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearhereof).

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets of Holdings SFC to creditors upon a total liquidation, dissolution or partial liquidation or a total or partial dissolution winding up of Holdings SFC or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings SFC or its property: (1) property or upon an assignment for the benefit of SFC's creditors or the marshaling of its assets and liabilities, the holders of Holdings Senior Indebtedness shall Debt will be entitled to receive payment in full in cash of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, before the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be are entitled to receive any paymentpayment of principal of, premium, if any, or interest, including Special Interest, if any, on, the Notes, except that Holders of Notes may receive and retain such payments made in Permitted Junior Securities and payments from the trust described in Article 8 hereof; and (2b) until Until the Holdings Senior Indebtedness Debt is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall 11 will be made to holders of such Holdings the Senior Indebtedness Debt as their interests may appear, appear (except that Holders of the Notes may receive and retain payments made in Permitted Junior Securities and payments and other distributions made from the trust described in Article 8 hereof; provided that (xi) so long as no Holder of the Holders are not Notes 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 Notes to be treated in the same or a higher class of creditors in such liquidation, dissolution or proceeding claims as the Senior Debt of SFC 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 Notes on the Holdings Senior Indebtedness, shares account of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with Securities until all Obligations in respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not Senior Debt have been made to them, such Holders of the Notes are required to hold it paid in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearfull in cash).

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets of Holdings property or securities to creditors upon of the Company in a total or partial liquidation or a total or partial dissolution of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its property, or in an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities: (1) the holders of Holdings Designated Senior Indebtedness Debt of the Company shall be entitled to receive payment in full in cash of all Obligations in respect of such Holdings Designated Senior Indebtedness Debt (including interest accruing after, or which would accrue but for, after the commencement of any such proceeding at the rate specified in the applicable Holdings Designated Senior IndebtednessDebt, whether or not a claim for such interest would be allowedallowed in such proceeding), and to have all unmatured or contingent Obligations of the Company under letters of credit or any of the agreements, transactions or arrangements described in clause (iii) of the definition of Designated Senior Debt to be fully cash-collateralized, before the Holders of the Notes shall be entitled to receive any paymentpayment or distribution with respect to the Notes and related Obligations (except in each case that Holders of Notes may receive and retain (A) Permitted Junior Securities and (B) payments made from any defeasance trust created pursuant to Sections 8.04 and 8.05 hereof provided, that the applicable deposit did not violate Article 8 or 13 of this Indenture; and (2) until all Obligations with respect to Designated Senior Debt of the Holdings Senior Indebtedness is Company (as provided in subsection (a)(1) above) are paid in full in cash, and all unmatured or contingent Obligations of the Company under letters of credit or any of the agreements, transaction or arrangements described in clause (iii) of the definition of Designated Senior Debt are fully cash-collateralized, any payment or distribution to which the Holders of the Notes and the related Note Guarantees would be entitled but for the subordination provisions of this Article 12 13 shall be made to holders of such Holdings Designated Senior Indebtedness as their interests may appear, Debt of the Company (except that Holders of the Notes and the related Guarantees may receive and retain (xA) so long as Permitted Junior Securities and (B) and payments made from any defeasance trust created pursuant to Sections 8.04 and 8.05 hereof provided, that the applicable deposit did not violate Article 8 or 13 of this Indenture. (b) Upon any payment or distribution of property or securities to creditors of a Guarantor in a liquidation or dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property, or in an assignment for the benefit of creditors or any marshalling of such Guarantor's assets and liabilities: (1) the holders of Designated Senior Debt of such Guarantor shall be entitled to receive payment in full in cash of all Obligations in respect of such Designated Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Designated Senior Debt, whether or not a claim for such interest would be allowed in such proceeding), and to have all unmatured or contingent Obligations of such Guarantor under letters of credit or any of the agreements, transaction or arrangements described in clause (iii) of the definition of Designated Senior Debt to be fully cash-collateralized, before the Holders of the Notes and the related Guarantees shall be entitled to receive any payment or distribution with respect to the Guarantee made by such Guarantor (except in each case that Holders of the Notes and the related Guarantees may receive and retain (A) Permitted Junior Securities and (B) and payments made from any defeasance trust created pursuant to Sections 8.04 and 8.05 hereof provided, that the applicable deposit did not violate Article 8 or 13 of this Indenture); and (2) until all Obligations with respect to Designated Senior Debt of such Guarantor (as provided in subsection (b)(1) above) are paid in full in cash, and all unmatured or contingent Obligations of such Guarantor under letters of credit or any of the agreements, transaction or arrangements described in clause (iii) of the definition of Designated Senior Debt are fully cash-collateralized, any payment or distribution to which the Holders of the Notes and the related Guarantees would be entitled shall be made to holders of Designated Senior Debt of such Guarantor (except that Holders of the Notes and the related Guarantees may receive and retain (A) Permitted Junior Securities and (B) payments made from any defeasance trust created pursuant to Sections 8.04 and 8.05 hereof provided, that the applicable deposit did not violate Article 8 or 13 of this Indenture). Under the circumstances described in this Section 13.02, the Company, any 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 and instructed to make any payment or distribution to which the Holders of the Notes and the related Guarantees would otherwise be entitled (other than (A) Permitted Junior Securities and (B) payments made from any defeasance trust referred to in the same second parenthetical clause of each of clauses (a)(1), (a)(2), (b)(1) and (b)(2) above, which shall be delivered or a higher class paid to the Holders of creditors the Notes as set forth in such liquidation, dissolution or proceeding as clauses) directly to the holders of the Holdings Designated Senior Indebtedness, shares Debt of stock the Company and any debt securities that are subordinated Guarantor, as applicable, (pro rata to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, holders on the date or dates basis of the respective amounts were paid into of Designated Senior Debt of the trustCompany and any Guarantor, as applicable, held by such payments were made with respect holders) or their Representatives, or to any trustee or trustees under any other indenture pursuant to which any such Designated Senior Debt may have been issued, as their respective interests appear, to the Notes without violating the subordination provisions described herein; and (3) if a extent necessary to pay all such Designated Senior Debt in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution is made or provision thereof or to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust or for the holders of Holdings such Designated Senior Indebtedness Debt. To the extent any payment of or distribution in respect of Designated Senior Debt (whether by or on behalf of the Company or any 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 Designated Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and pay it over outstanding as if such payment had not occurred. To the extent the obligation to them repay any Designated 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 their interests may appearDesignated 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 of Holdings the Parent to creditors upon a total liquidation, dissolution or partial liquidation or a total or partial dissolution winding up of Holdings the Parent or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Parent or its propertyproperty or upon an assignment for the benefit of the Parent’s creditors or the marshaling of its assets and liabilities: (1a) the holders of Holdings Senior Indebtedness the Parent Credit Facility Obligations shall be entitled to receive payment in full in cash of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) Obligations before Holders of the Notes shall be entitled to receive any paymentpayment pursuant to any Obligations of the Parent under its Note Guarantee, except that Holders of Notes may receive and retain such payments (x) constituting Parent Realization Proceeds or (y) made in Permitted Junior Securities; and (2b) until the Holdings Senior Indebtedness is Parent Credit Facility Obligations are paid in full in cash, any payment distribution made by or distribution on behalf of the Parent to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall be made to holders of such Holdings Senior Indebtedness the Parent Credit Facility Obligations as their interests may appear, except that Holders of the Notes may receive and retain payments (x) so long as constituting Parent Realization Proceeds or (y) made in Permitted Junior Securities; provided that (i) no Holder of the Holders are not Notes 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 Notes to be treated in the same or a higher class of creditors in such liquidation, dissolution or proceeding claims as the Parent Credit Facility Obligations and (ii) holders of the Holdings Senior Indebtedness, shares Parent Credit Facility Obligations shall be entitled to receive any cash payments made to any Holder of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least Notes on the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings account of Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on Securities until the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not Parent Credit Facility Obligations have been made to them, such Holders of the Notes are required to hold it paid in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearfull in cash).

Liquidation; Dissolution; Bankruptcy. (a) Upon any payment or distribution of the assets of Holdings the Company to creditors upon a total liquidation, dissolution or partial liquidation or a total or partial dissolution winding up of Holdings the Company or in a reorganization of bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings the Company or its property: (1) property or upon an assignment for the benefit of the Company's creditors or the marshaling of its assets and liabilities, the holders of Holdings Senior Indebtedness shall Debt will be entitled to receive payment in full in cash of such Holdings Senior Indebtedness (including interest accruing after, or which would accrue but for, before the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be are entitled to receive any paymentpayment of principal of, premium, if any, or interest, including Special Interest, if any, on, the Notes, except that Holders of Notes may receive and retain such payments made in Permitted Junior Securities and payments from the trust described in Article 8 hereof; and (2b) until Until the Holdings Senior Indebtedness Debt is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 shall 11 will be made to holders of such Holdings the Senior Indebtedness Debt as their interests may appear, appear (except that Holders of the Notes may receive and retain payments made in Permitted Junior Securities and payments and other distributions made from the trust described in Article 8 hereof; provided that (xi) so long as no Holder of the Holders are not Notes 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 Notes to be treated in the same or a higher class of creditors in such liquidation, dissolution or proceeding 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 Notes on the Holdings Senior Indebtedness, shares account of stock and any debt securities that are subordinated to Holdings Senior Indebtedness to at least the same extent as the Holdings Guarantee (such stock and debt securities referred to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Article 8 or Article 13 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with Securities until all Obligations in respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not Senior Debt have been made to them, such Holders of the Notes are required to hold it paid in trust for the holders of Holdings Senior Indebtedness and pay it over to them as their interests may appearfull in cash).

Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the assets of Holdings to creditors upon a total or partial liquidation or a total or partial dissolution of Holdings or in a reorganization of (i) bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Holdings Mark IV or its property, (ii) assignment for the benefit of creditors xx xxx marshalling of the assets and liabilities of Mark IV or (iii) distribution to creditors of Mark IV in a liquidation xx xxxsolution of Mark IV: (10) the holders xxlders of Holdings Senior Indebtedness shall be entitled bx xxxxxled to receive payment in full in cash or, at the option of such Holdings the holders of the Senior Indebtedness, cash equivalents of Senior Indebtedness (including interest accruing after, or which would accrue but for, after the commencement of any such proceeding at the rate specified in the applicable Holdings Senior Indebtedness, Indebtedness whether or not a claim for such interest would be therefor is allowed) to the date of payment on the Senior Indebtedness before Holders of the Notes shall be entitled to receive any paymentpayment of principal or interest on the Securities; and (2) until the Holdings Senior Indebtedness (as provided in subsection (1) above) is paid in full in cashcash or, at the option of the holders of the Senior Indebtedness, cash equivalents, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article 12 10 shall be made to holders of such Holdings Senior Indebtedness Indebtedness, as their interests may appear, except that Holders of the Notes may receive and retain (x) so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Holdings Senior Indebtedness, shares of stock and any debt securities that are subordinated to Holdings Senior Indebtedness (and to any securities issued in exchange for Senior Indebtedness) to at least the same extent as the Holdings Guarantee (such stock and debt securities referred Securities to herein as “Holdings Permitted Junior Securities”) and (y) payments or deposits made pursuant to Senior Indebtedness. For purposes of this Article 8 or Article 13 so long as10, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the subordination provisions described herein; and (3) if a distribution is made may consist of cash, securities or other property, by setoff or otherwise. The consolidation of Mark IV with, or the merger of Mark IV into, another corporation or thx xxxxxdation or dissolution of Xxxx XV following the conveyance or transfer of its properties and assxxx xxxstantially as an entirety to Holders of another Person upon the Notes thatterms and conditions set forth in Article 5 shall not be deemed a dissolution, due to the subordination provisionswinding up, should not have been made to them, such Holders of the Notes are required to hold it in trust liquidation or reorganization for the holders purposes of Holdings Senior Indebtedness this Section 10.02 if the corporation formed by such consolidation or into which Mark IV is merged or the Person which acquires by conveyance or transfxx xxxx properties and pay it over to them assets substantially as their interests an entirety, as the case may appearbe, shall, as a part of such consolidation, merger, conveyance or transfer comply with the conditions set forth in Article 5.