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

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of assets or securities of a Guarantor of any kind or character, whether in cash, property or securities (including other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of such Guarantor, all amounts due or to become due upon all Guarantor Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) such Guarantor on account of the Securities Guarantees, or any payment to acquire any of the Securities Guarantees for cash, property or securities, or any distribution with respect to the Securities Guarantees of any cash, property or securities. Before any payment may be made by, or on behalf of, any Guarantor on any Securities Guarantee (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution which may be payable of assets or deliverable by reason securities of the payment such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Sixteen, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, similar Person making such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”)distribution, on account of or by the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment Holders or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee if received by them or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorit, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent agent, or other Person Persons making payment or distribution of the assets of such Subsidiary Guarantor for application to the payment of all Guarantor Senior Debt of such Subsidiary Guarantor remaining unpaid, or to the trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt may have been issued, to the extent necessary to pay all such Guarantor Senior Debt of such Subsidiary Guarantor in full, in cash or cash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Debt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of 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 Subsidiary Guarantor. For purposes of this Article onlypayment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the words “Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Guarantor Senior Debt is declared to be fraudulent or invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent or 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 Guarantor Senior Debt for all purposes hereof as if such declaration or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Guarantor Senior Debt are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Persons making payment or distribution of the assets of such Guarantor for application to the payment of all Guarantor Senior Debt remaining unpaid, or to the trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt may have been issued, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (d) For purposes of this Section 16.3, the words “cash, property or securities” shall not be deemed to include a include, so long as the effect of this clause is not to cause the Securities Guarantees to be treated in any case or proceeding or similar event described in this Section 16.3 as part of the same class of claims as the Guarantor Senior Debt or any class of claims pari passu with, or senior to, the Guarantor Senior Debt for any payment or distribution of stock or distribution, securities of a Subsidiary any Guarantor or any other Person provided for by a plan of reorganization or readjustment authorized by an order that are subordinated, at least to the extent that the Securities Guarantees are subordinated, to the payment of all Guarantor Senior Debt then outstanding; provided that (i) if a new Person results from such reorganization or decree readjustment, such Person assumes the Guarantor Senior Debt and (ii) the rights of a court the holders of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or the Guarantor Senior Debt are not, without the consent of any other corporation provided for such holders, altered by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Articlereadjustment. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another Person upon without violation of the terms and conditions set forth provided in Article Eight this Indenture shall not be deemed a Guarantor Proceeding dissolution, winding up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight16.3.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock assets or securities of a Subsidiary any Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , upon any dissolution or winding-up or liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, an assignment for the benefit of creditors or any marshaling of such Guarantor’s assets, the holders of Senior Debt of such Guarantor shall not be deemed entitled to include a receive payment in full in cash of all Obligations due in respect of such Senior Debt before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of or interest on the Securities pursuant to its Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (except that Holders may receive and retain (I) Permitted Junior Securities and (II) payments made from the defeasance trust described under Article 8). Before any payment (other than Permitted Junior Securities or by virtue of the defeasance trust) may be made by, or on behalf of, any Guarantor of the principal of or interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of stock assets or securities of such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Senior Debt held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of a Subsidiary Guarantor 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 kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such plan payment or distribution is prohibited by Section 12.03(a) and before all Obligations in respect of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding the Senior Debt of such Subsidiary Guarantor are paid in full in cash, or payment provided for, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt (pro rata to substantially such holders on the same extent basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the Subsidiary Guarantees are so subordinated as payment of the Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt; provided in this Articlethat the Trustee shall be entitled to receive from the holders of Senior Debt written notice of the amounts owing on the Senior Debt. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance or other disposition transfer of all its property as an entirety, or substantially all of its assets as an entirety, to another Person upon the terms and conditions set forth provided in Article Eight 5 shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.03 if the such other Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth stated in Article Eight5.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “"Guarantee Payment”"), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s 's Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “"Guarantee Payment”"), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s 's Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets of any Guarantor of any kind or proceedingcharacter, whether in cash, property or securities, to creditors upon any receivership, total or partial liquidation, reorganization or other similar case or proceeding in connection therewithdissolution, relative to any Subsidiary Guarantor or to its creditorswinding up, as suchreorganization, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of any Subsidiary GuarantorGuarantor or in a bankruptcy, then and in any reorganization, insolvency, receivership or other similar proceeding relating to such event specified in (a)Guarantor or its property, (b) whether voluntary or (c) above (each such eventinvoluntary, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts Obligations due or to become due on or in respect of upon all Guarantor Senior Debt (including interest after the commencement of any such Subsidiary Guarantor, proceeding at the rate specified in the applicable Guarantor Senior Debt whether or provision not such interest is an allowed claim in such proceeding) shall first be made for such payment paid in full in cash or cash equivalents Cash Equivalents, or otherwise in a manner satisfactory such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt of such Subsidiary GuarantorDebt, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character is made on account of any Obligations on the Subsidiary Guarantees, or for the acquisition of any of the Senior Subordinated Securities for cash or property or otherwise (except that Holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, any Guarantor of any Obligations on the Subsidiary Guarantees upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (including excluding any payment or distribution Defeasance Trust Payment), to which may be payable or deliverable by reason the Holders of the payment Subsidiary Guarantees or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, Person making such payment or distribution being hereinafter referred distribution, directly to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of the Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled (PRO RATA to receive, for application such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or their Representatives or to the payment thereof, trustee or trustees or agent or agents under any Guarantee Payment agreement or indenture pursuant to which may be payable or deliverable in respect any of such Subsidiary Guarantor’s Subsidiary Guarantee in any Guarantor Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Proceeding. Senior Debt in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (b) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” securities (excluding any Defeasance Trust Payment), shall not be deemed to include received by the Trustee or any Holder of Subsidiary Guarantees at a time when such payment or distribution is prohibited by Section 12.03(a) and before all Obligations in respect of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (PRO RATA to substantially such holders on the same basis of the respective amounts of Senior Debt held by such holders) or their representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (c) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of 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 is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Subsidiary Guarantees are so subordinated Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as provided in this Article. if such payment has not occurred. (d) The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary such Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all its property as an entirety, or substantially all of its assets as an entirety, to another Person upon the terms and conditions set forth provided in Article Eight V shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.03 if the such other Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth stated in Article Eight.V.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or dissolution and liquidation (bontbinding en vereffening) any liquidation, dissolution or other winding up of any Subsidiary the Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyinvoluntary, or in bankruptcy (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (afaillissement), insolvency, moratorium, receivership or suspension of payments (b) or (c) above (each such eventsurseance van betaling), all principal, premium, if any, herein sometimes referred to as a “and interest, if any, due upon all Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor Indebtedness shall first be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantorfull, or provision shall be made for such payment payment, in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorequivalents, before the Holders or the Trustee on behalf of the Securities are Holders shall be entitled to receive any payment by the Guarantor pursuant to the Guaranty. Before any payment may be made by, or distribution on behalf of, the Guarantor pursuant to the Guaranty upon any liquidation of any kind or characterthe Guarantor, whether voluntary or involuntary, or in cash, property or securities bankruptcy (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”faillissement), on account insolvency, moratorium of the Subsidiary Guarantee payments (surseance van betaling), receivership, suspension of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such Subsidiary the Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Thirteen, shall not be deemed made by the Guarantor or by any administrator, bewindvoerder, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Guarantor or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to include a the holders of Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Guarantor Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of stock assets or securities of a Subsidiary the Guarantor 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 kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Clause (a) above before all Guarantor Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, bewindvoerder, receiver, liquidator, curator, sequestrator, trustee, other corporation similar officer of the Guarantor or other person making payment or distribution of assets of the Guarantor for application to the payment of all Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt the holders of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. Senior Indebtedness. (c) The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor with or into, another Person entity or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another Person entity upon the terms and conditions set forth provided in Article Eight shall not be deemed a Guarantor Proceeding liquidation for the purposes of this Section 13.5 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other entity shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer, lease or other disposition, comply with the conditions set forth stated in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivershipinsolvency, liquidation, bankruptcy, reorganization or other similar case or proceeding in connection therewith, relative relating to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary the Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyinvoluntary, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantorall principal, then and in any such event specified in (a), (b) or (c) above (each such eventpremium, if any, herein sometimes referred to as a “and interest, if any, due upon all Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor Indebtedness shall first be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantorfull, or provision shall be made for such payment payment, in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorequivalents, before the Holders or the Trustee on behalf of the Securities are Holders shall be entitled to receive any payment by the Guarantor pursuant to the Guaranty. Before any payment may be made by, or distribution of on behalf of, the Guarantor pursuant to the Guaranty upon any kind insolvency, liquidation, bankruptcy, reorganization or charactersimilar proceeding relating to the Guarantor, whether in cash, property voluntary or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereofinvoluntary, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such Subsidiary the Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Thirteen, shall not be deemed made by the Guarantor or by any administrator, receiver, liquidator, custodian, trustee, other similar officer of the Guarantor or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to include a the holders of Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Guarantor Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of stock assets or securities of a Subsidiary the Guarantor 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 kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (a) above before all Guarantor Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, custodian, trustee, other corporation similar officer of the Guarantor or other person making payment or distribution of assets of the Guarantor for application to the payment of all Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt the holders of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. Senior Indebtedness. (c) The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor with or into, another Person entity or entities or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another Person entity upon the terms and conditions set forth provided in Article Eight shall not be deemed a Guarantor Proceeding liquidation for the purposes of this Section 13.5 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other entity shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer, lease or other disposition, comply with the conditions set forth stated in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such any Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Subsidiary Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all of such Subsidiary Guarantor's Senior Indebtedness shall not first be deemed paid in full in cash, or such payment duly provided for to include a the satisfaction of the holders of such Subsidiary Guarantor's Senior Indebtedness, before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor 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 character is made on account of any other corporation provided Obligations with respect to the Subsidiary Guarantee of such Subsidiary Guarantor, or for by the acquisition of such plan Subsidiary Guarantee for cash or property or otherwise. Upon any such total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of reorganization creditors or readjustment which stock or securities are subordinated in right marshaling of payment to all then outstanding Senior Debt assets of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding, any payment or distribution of assets of such Subsidiary Guarantor of any kind or character, whether in cash, property or securities, to substantially which the same Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of such Subsidiary Guarantor's Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Subsidiary Guarantor's Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Subsidiary Guarantor's Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Subsidiary Guarantor's Senior Indebtedness remaining unpaid until all such Subsidiary Guarantor's Senior Indebtedness has been paid in full in cash after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Subsidiary Guarantor's Senior Indebtedness. (b) To the extent any payment of any Subsidiary Guarantor's Senior Indebtedness (whether by or on behalf of such Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, such Subsidiary Guarantor's Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) If, notwithstanding the foregoing, any payment or distribution of assets of any Subsidiary Guarantees are so subordinated Guarantor of any kind or character, whether in cash, property or securities, shall be received by any Holder or the Trustee when such payment or distribution is prohibited by this Section 12.03, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Subsidiary Guarantor's Senior Indebtedness (pro rata to such holders on the basis of the respective amount of such Subsidiary Guarantor's Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Subsidiary Guarantor's Senior Indebtedness may have been issued, as provided their respective interests may appear, for application to the payment of such Subsidiary Guarantor's Senior Indebtedness remaining unpaid until all such Subsidiary Guarantor's Senior Indebtedness has been paid in this Article. full in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Subsidiary Guarantor's Senior Indebtedness. (d) The consolidation of a any Subsidiary Guarantor with, or the merger of a any Subsidiary Guarantor with or into, another Person corporation or the liquidation or dissolution of such any Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof and as long as permitted under the terms of such Subsidiary Guarantor's Senior Indebtedness shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Subsidiary Guarantor's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt Indebtedness of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt Indebtedness of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of assets or securities of a Guarantor of any kind or character, whether in cash, property or securities (including other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Guarantor Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of on behalf of) such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Securities Guarantees, or any payment to acquire any of the Securities Guarantees for cash, property or securities, or any distribution with respect to the Securities Guarantees of any cash, property or securities. Before any payment may be made by, or on behalf of, any Guarantor on any Securities Guarantee of such Subsidiary Guarantor (all such payments, other than with the payment money, securities or distribution of stock or securities of a Subsidiary Guarantor referred to proceeds held under any defeasance trust established in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”accordance with this Indenture), and to that end the holders of Senior Debt of in connection with any such Subsidiary Guarantor shall be entitled to receivedissolution, for application to the payment thereofwinding up, liquidation or reorganization, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Sixteen, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Guarantor Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of 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 is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Guarantor Senior Debt is declared to be fraudulent or invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent or 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 Guarantor Senior Debt for all purposes hereof as if such declaration or setting aside had not occurred. (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Guarantor Senior Debt are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt may have been issued, as their respective interests appear, for application to the payment of all such Guarantor Senior Debt remaining unpaid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (d) For purposes of this Section 16.3, the words “cash, property or securities” shall not be deemed to include a include, so long as the effect of this clause is not to cause the Securities Guarantees to be treated in any case or proceeding or similar event described in this Section 16.3 as part of the same class of claims as the Guarantor Senior Debt or any class of claims pari passu with, or senior to, the Guarantor Senior Debt for any payment or distribution of stock or distribution, securities of a Subsidiary any Guarantor or any other Person provided for by a plan of reorganization or readjustment authorized by an order that are subordinated, at least to the extent that the Securities Guarantees are subordinated, to the payment of all Guarantor Senior Debt then outstanding; provided that (i) if a new Person results from such reorganization or decree readjustment, such Person assumes the Guarantor Senior Debt and (ii) the rights of a court the holders of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or the Guarantor Senior Debt are not, without the consent of any other corporation provided for such holders, altered by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Articlereadjustment. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another Person upon without violation of the terms and conditions set forth provided in Article Eight this Indenture shall not be deemed a Guarantor Proceeding dissolution, winding up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight16.3.

Payment Over of Proceeds Upon Dissolution, Etc. In the event Upon any payment or distribution of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative assets to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other dissolution, winding up of any Subsidiary Guarantorup, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyreorganization, or (c) any assignment for the benefit of creditors creditors, marshaling of assets or any other marshalling of assets and liabilities of any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Subsidiary Guarantor, then and in any such event specified in (a), (b) ’s insolvency or (c) above bankruptcy (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) ), the holders of Senior Debt Indebtedness of such the Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest, if any, on or in respect of all such Senior Debt of such Subsidiary GuarantorIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt of such Subsidiary GuarantorIndebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Indebtedness of such the Subsidiary Guarantor subordinated to the payment of the Securitiesany Subsidiary Guarantee, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of any payment pursuant to any Subsidiary Guarantee or on account of the purchase or other acquisition of Securities by the Subsidiary Guarantee of such Guarantor or any Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt Indebtedness of such the Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of such Subsidiary Guarantor’s the Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment payment or distribution of assets of the Subsidiary Guarantor of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt Indebtedness of such the Subsidiary Guarantor is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt of such Subsidiary GuarantorIndebtedness, and if such fact written notice thereof from the Subsidiary Guarantor or any holder of Senior Indebtedness of the Subsidiary Guarantor (or any trustee, agent or representative therefor) shall, at or least three Business Days prior to the time of such Guarantee Paymentpayment or distribution, have been made known to received by a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such the Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all such Senior Debt of such Subsidiary Guarantor Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such the Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution shares of stock of the Subsidiary Guarantor as reorganized or readjusted, or securities of a the Subsidiary Guarantor or any other corporation 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 Debt Indebtedness of such the Subsidiary Guarantor to substantially the same extent as the any Subsidiary Guarantees are Guarantee is so subordinated as provided in this Article. The consolidation of a the Subsidiary Guarantor with, or the merger of a the Subsidiary Guarantor into, another Person or the liquidation or dissolution of such the Subsidiary Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets or of its properties and assets substantially as an entirety to another Person upon or the terms liquidation or dissolution of the Subsidiary Guarantor following the sale of all of its properties and conditions set forth in Article Eight assets or of its properties and assets substantially as an entirety to another Person shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such the Subsidiary Guarantor is merged or the Person which acquires by conveyance sale all such properties and assets or transfer such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the any conditions set forth in Article Eightany applicable supplemental indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and or liabilities of any Subsidiary Guarantor, then and in any such event specified in event (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”1) the holders of such Guarantor's Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents of all amounts due or to become due on or in respect of all such Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to (x) in the case of such Guarantor's Guarantor Senior Indebtedness in respect of the New Bank Credit Agreement, the holders of two-thirds in principal amount of outstanding Indebtedness under the New Bank Credit Agreement to be so provided for and (y) in the case of other Designated Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor, the holders of two-thirds in principal amount of such other outstanding Designated Guarantor Senior Indebtedness to be so provided for, before the Holders of the Securities are entitled to receive receive, pursuant to the Guarantees, from any source any payment or distribution of any kind or character, whether in cash, property or securities character (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Indebtedness of such Subsidiary Guarantor subordinated subordinate in right of payment to the payment of the Securities, Guarantees (such payment or distribution hereinafter being hereinafter referred to as a “Guarantor "Junior Subordinated Payment”Guarantor Payments"), but excluding (such exclusion to be without prejudice to the holders of Guarantor Senior Indebtedness in their capacity as such) any payment or distribution in the form of equity securities or subordinated securities of such Guarantor or any successor obligor with respect to the Indebtedness represented by the Guarantees provided for by a plan of reorganization or readjustment that, in the case of any such subordinated securities, are subordinated in right of payment to all Guarantor Senior Indebtedness of such Guarantor that may at the time be outstanding to at least the same extent as the Guarantees are so subordinated as provided in this Article (such equity securities or subordinated securities hereinafter being "Permitted Junior Guarantor Securities")) on account of the Subsidiary Guarantee of such Subsidiary Subordinated Guarantor Obligations; (all such payments, other than the 2) any payment or distribution of stock assets of such Guarantor of any kind or character, whether in cash, property or securities of (including a Subsidiary Junior Subordinated Guarantor referred to Payment, but excluding a payment or distribution in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”form of Permitted Junior Guarantor Securities), and by set-off or otherwise, to that end which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of such Guarantor's Guarantor Senior Debt Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Subsidiary Guarantor shall be entitled to receiveSenior Indebtedness may have been issued, for application ratably according to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect aggregate amounts remaining unpaid on account of such Subsidiary Guarantor’s Subsidiary Guarantee Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in any full in cash or Cash Equivalents of all such Guarantor Proceeding. In Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, pursuant to the Guarantees in respect of the Subordinated Guarantor Obligations before all Senior Debt of such Subsidiary Guarantor's Guarantor Senior Indebtedness is paid in full in cash or Cash Equivalents or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to (x) in the case of such Guarantor's Guarantor Senior Indebtedness in respect of the New Bank Credit Agreement, the holders of two-thirds in principal amount of outstanding Indebtedness under the New Bank Credit Agreement so provided for and (y) in the case of other Designated Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor, and if such fact shall, at or prior to the time holders of two-thirds in principal amount of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holderother outstanding Designated Guarantor Senior Indebtedness so provided for, then and in such event such Guarantee Payment payment or distribution (including a Junior Subordinated Guarantor Payment, but excluding a payment or distribution in the form of Permitted Junior Guarantor Securities) shall be held in trust for the benefit of the holders of such Guarantor's Guarantor Senior Indebtedness and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt Indebtedness. The consolidation, amalgamation, continuance or redomestication of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment ADT Limited or distribution consolidation of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution Subsidiary of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor ADT Limited with, or the merger of a ADT Limited or any Subsidiary Guarantor of ADT Limited into, another Person or the liquidation or dissolution of such ADT Limited or any Subsidiary Guarantor of ADT Limited following the conveyance conveyance, transfer or other disposition lease of all or substantially all of its properties and assets to another Person Person, in each case, upon the terms and conditions set forth in Article Eight hereof shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of any Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation, amalgamation, continuance or redomestication of ADT Limited or consolidation of any Subsidiary of ADT Limited or into which such ADT Limited or any Subsidiary Guarantor of ADT Limited is merged or the Person which acquires by conveyance conveyance, transfer or transfer lease all or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, amalgamation, continuance, redomestication, merger, conveyance conveyance, transfer or other dispositionlease, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. of Guarantor. In the event of (ax) any insolvency or bankruptcy case or proceeding, or any receivership, arrangement, reorganization, liquidation, reorganization dissolution or other similar case or proceeding in connection therewiththerewith whether or not involving insolvency or bankruptcy, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyinvoluntary, or (cy) any general assignment for the benefit of creditors or any other marshalling marshaling of assets and or liabilities of any Subsidiary Guarantor (except in connection with the merger or consolidation of Guarantor or its liquidation or dissolution following the transfer of all or substantially all of its assets, upon the terms and conditions that would be permitted under Article 12 of the Indenture if references to "Company" were to Guarantor) (all of the foregoing referred to herein individually as a "Guarantor Bankruptcy Proceeding" and collectively as "Guarantor Bankruptcy Proceedings"), then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) : i. the holders of all Senior Debt of such Subsidiary Guarantor Indebtedness shall be entitled to receive payment and satisfaction in full in cash of all amounts due or to become due on or in respect of all such Senior Debt Indebtedness (including any interest accruing after the commencement of any such Subsidiary Guarantor, Guarantor Bankruptcy Proceeding whether or provision shall be made for not such payment interest is an allowable claim enforceable against Company in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of any such Subsidiary Guarantor, proceeding) before the Holders of the Securities Noteholders are entitled to receive or retain, pursuant to this Guaranty, any payment or distribution of any kind by Guarantor on account of this Guaranty; ii. any payment or distribution of assets of Guarantor of any kind or character, whether in cash, property or securities (including any payment securities, by set-off or distribution otherwise, to which may the Noteholders or the Trustee would be payable entitled but for the subordination provisions hereof shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, Person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Subsidiary Guarantor shall be entitled to receiveSenior Indebtedness may have been issued, for application ratably according to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect aggregate amounts remaining unpaid on account of such Subsidiary Guarantor’s Subsidiary Guarantee Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Guarantor ProceedingSenior Indebtedness; iii. In in the event that, notwithstanding the foregoing provisions of this SectionSection 2.5, the Trustee or the Holder Noteholder of any Security Note shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of Guarantor of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of this Guaranty before all Senior Indebtedness is paid and satisfied in full in cash, then such Subsidiary Guarantor payment or distribution shall be held by the recipient in trust for application the benefit of holders of such Senior Indebtedness and shall be immediately paid over or delivered to the payment of all Senior Debt holders of such Subsidiary Guarantor remaining unpaid, Senior Indebtedness or their representative or representatives to the extent necessary to pay make payment in full in cash of all such Senior Debt of such Subsidiary Guarantor in full, Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt of such Subsidiary GuarantorIndebtedness; and iv. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance conveyance, transfer or other disposition of all or substantially all lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight herein 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 Proceeding for for, as would be applicable as if references to "Company" were to Guarantor, the purposes of this Section Article 12 of the Indenture if the Person formed by such consolidation or into which the surviving entity of such Subsidiary Guarantor is merged merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or other dispositionlease, comply with the conditions set forth in such Article Eight12 of the Indenture, as would be applicable as if references to "Company" were to Guarantor.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshalling marshaling of assets and or liabilities of any Subsidiary Guarantor, then and in any such event specified in event: (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”1) the holders of all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Indebtedness, in any other manner, of all amounts due or to become due on or in respect of all such Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorpayment, before the Holders of the Securities Notes are entitled to receive receive, pursuant to the Guarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities (including securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination provisions of this Article 10 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash, Cash Equivalents or, as acceptable to the Holders of such Guarantor Senior Indebtedness of such Guarantor, in any other manner, of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.07, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Guarantee Payment before all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holderfor, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor Senior Indebtedness in fullfull in cash, Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleIndebtedness. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance conveyance, transfer or other disposition of all or substantially all lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof 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 Proceeding for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the surviving entity of such Subsidiary Guarantor is merged merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or other dispositionlease, comply with the conditions set forth in such Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor the Issuer or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantorthe Issuer, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantorthe Issuer, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt and Subordinated Indebtedness of such Subsidiary Guarantor the Issuer shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt and Subordinated Indebtedness of such Subsidiary Guarantorthe Issuer, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt and Subordinated Indebtedness of such Subsidiary Guarantorthe Issuer, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor the Issuer subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of Principal or interest on the Securities or on account of any purchase or other acquisition of Securities by the Issuer or any Subsidiary Guarantee of such Subsidiary Guarantor the Issuer (all such payments, distributions, purchases and acquisitions, other than the payment or distribution of stock or securities of a Subsidiary Guarantor the Issuer referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Securities Payment”), and to that end the holders of Senior Debt and Subordinated Indebtedness of such Subsidiary Guarantor the Issuer shall be entitled to receive, for application to the payment thereof, any Guarantee Securities Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee the Securities in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Securities Payment before all Senior Debt and Subordinated Indebtedness of such Subsidiary Guarantor the Issuer is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt and Subordinated Indebtedness of such Subsidiary Guarantorthe Issuer, and if such fact shall, at or prior to the time of such Guarantee Securities Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor the Issuer for application to the payment of all Senior Debt and Subordinated Indebtedness of such Subsidiary Guarantor the Issuer remaining unpaid, to the extent necessary to pay all Senior Debt and Subordinated Indebtedness of such Subsidiary Guarantor the Issuer in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt and Subordinated Indebtedness of such Subsidiary Guarantorthe Issuer. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor the Issuer 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 Debt and Subordinated Indebtedness of such Subsidiary Guarantor the Issuer to substantially the same extent as the Subsidiary Guarantees Securities are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor the Issuer with, or the merger of a Subsidiary Guarantor the Issuer into, another Person or the liquidation or dissolution of such Subsidiary Guarantor the Issuer following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight 9 shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor the Issuer is merged or the Person which acquires by conveyance or transfer other disposition such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance amalgamation, sale or other dispositionconveyance, comply with the conditions set forth in Article Eight9.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock assets or securities of a Subsidiary any Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , upon any dissolution or winding-up or liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, the holders of Guarantor Senior Debt of such Guarantor shall not be deemed entitled to include a receive payment in full in cash of all Obligations due in respect of such Guarantor Senior Debt before the Holders of the Securities shall be entitled to receive any payment by such Guarantor of the principal of, or premium, if any, and interest or on the Securities pursuant to its Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (except that Holders may receive and retain Permitted Junior Securities). Before any payment (other than Permitted Junior Securities) may be made by, or on behalf of, any Guarantor of the principal of, or premium, if any, and interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of stock assets or securities of such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities would be entitled, but for the subordination provisions of this Note Agreement, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Debt of such Guarantor (to such holders as their interests may appear, on the basis of the respective amounts of such Guarantor Senior Debt held by such holders) or their representatives or agent or agents under any agreement or indenture pursuant to which any such Guarantor Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of a Subsidiary Guarantor 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 kind or character, whether in cash, property or securities, shall be received by any Holder of Securities at a time when such plan payment or distribution is prohibited by Section 10.03(a) and before all Obligations in respect of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding the Guarantor Senior Debt of such Subsidiary Guarantor are paid in full in cash, or payment provided for, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Debt (to substantially such holders as their interests may appear, on the same extent basis of the respective amounts of Guarantor Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the Subsidiary Guarantees are so subordinated as payment of the Guarantor Senior Debt remaining unpaid until all Guarantor Senior Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of any Guarantor Senior Debt; provided in this Articlethat the trustee shall be entitled to receive from the holders of Guarantor Senior Debt written notice of the amounts owing on the Guarantor Senior Debt. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person corporation or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance or other disposition transfer of all its property as an entirety, or substantially all of its assets as an entirety, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.03 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth stated in Article EightFive.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets of any Guarantor of any kind or proceedingcharacter to creditors, whether in cash, property or securities, upon any receivership, total or partial liquidation, reorganization or other similar case or proceeding in connection therewithdissolution, relative to any Subsidiary Guarantor or to its creditorswinding-up, as suchreorganization, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of any Subsidiary GuarantorGuarantor or in a bankruptcy, then and in reorganization, insolvency, receivership or other similar proceeding relating to any such event specified in (a)Guarantor or its property, (b) whether voluntary or (c) above (each such eventinvoluntary, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts Obligations due or to become due on or in respect of upon all Guarantor Senior Debt of such Subsidiary Guarantor, or provision Guarantor shall first be made for such payment paid in full in cash or cash equivalents Cash Equivalents, or otherwise in a manner satisfactory such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), character is made on account of any Guarantee Obligations, or for the Subsidiary Guarantee acquisition of any of the Notes for cash or property or otherwise. Upon any such Subsidiary Guarantor (all such paymentsdissolution, other than the payment winding-up, liquidation, reorganization, receivership or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereofsimilar proceeding, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders of the Notes would be entitled, except for the provisions hereof, shall not be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders if received by them, directly to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt of such Guarantor may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt of such Guarantor remaining unpaid until all such Guarantor Senior Debt of such Guarantor has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Debt of such Guarantor. (b) To the extent any payment of Guarantor Senior Debt of any Guarantor (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Debt of such Guarantor or part thereof originally intended to be satisfied shall be deemed to include a be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of stock or securities of a Subsidiary Guarantor 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 assets of any other corporation provided Guarantor of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by this Section 12.03, such payment or distribution shall be held in trust for by such plan the benefit of, and shall be paid over or delivered to, the holders of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Guarantor Senior Debt of such Subsidiary Guarantor (pro rata to substantially such holders on the same extent basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt of such Guarantor may have been issued, as their respective interests may appear, for application to the Subsidiary Guarantees are so subordinated as provided payment of Guarantor Senior Debt of such Guarantor remaining unpaid until all such Guarantor Senior Debt of such Guarantor has been paid in this Article. full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt of such Guarantor. (d) The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets assets, to another Person upon the terms and conditions set forth provided in Article Eight Five hereof shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.03 if the such other Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Guarantors' obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative relating to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyinvoluntary, or (c) any assignment for the benefit of creditors or any other marshalling of assets and or liabilities of any Subsidiary Guarantor, then and in any such event specified in event: (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”i) the holders of all Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full in cash or cash equivalents, or provision acceptable to the requisite holders of Guarantor Senior Debt of such Subsidiary Guarantor made for such payment, of all amounts due or to become due on or in respect of all such Guarantor Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution, whether in cash, property or securities (excluding Permitted Junior Securities) on account of the Senior Subordinated Note Obligations or for the acquisition of any of the Notes; and (ii) any payment or distribution of assets of such Subsidiary Guarantor of any kind or character, whether in cash, property or securities (including any payment excluding Permitted Junior Securities), by set-off or distribution otherwise, to which may the Holders or the Trustee would be payable entitled but for the subordination provisions of this Article Thirteen shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, Person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the 162 holders of Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application or their representative or representatives or to the payment thereof, trustee or trustees under any Guarantee Payment indenture under which may be payable or deliverable in respect any instruments evidencing any of such Subsidiary Guarantor’s Subsidiary Guarantee in any Guarantor Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Proceeding. In Senior Debt held or represented by each, to the extent necessary to make payment in full in cash or cash equivalents of all such Guarantor Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Debt; and (iii) in the event that, notwithstanding the foregoing provisions of this SectionSection 13.05, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of such Subsidiary Guarantor of any kind or character, whether in cash, property or securities, in respect of any Senior Subordinated Note Obligations under this Subsidiary Guarantee Payment before all Guarantor Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holderpayment thereof provided for, then and in such event such Guarantee Payment payment or distribution (excluding Permitted Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all such Guarantor Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Debt of such Subsidiary Guarantor in fullfull in cash or cash equivalents, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleDebt. The consolidation of a any Subsidiary Guarantor with, or the merger of a any Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such any Subsidiary Guarantor following the conveyance conveyance, transfer or other disposition of all or substantially all lease of its properties and assets substantially as an 163 entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Subsidiary Guarantor Proceeding for the purposes of this Article Thirteen if (x) made in accordance with Section if 13.07 or (y) the Person formed by such consolidation or into which the surviving entity of such Subsidiary Guarantor is merged merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or other dispositionlease, comply with assume the conditions set forth in Article EightSubsidiary Guarantee of such Subsidiary Guarantor.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets of any kind or proceedingcharacter, whether in cash, property or securities, to creditors of a Guarantor upon any receivership, total or partial liquidation, reorganization or other similar case or proceeding in connection therewithdissolution, relative to any Subsidiary Guarantor or to its creditorswinding up, as suchreorganization, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt marshaling of such Subsidiary Guarantor shall be entitled assets or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to receive payment in full of such Guarantor or such Guarantor's property, whether voluntary or involuntary, all principal of, interest on and all other amounts due or to become due on or in respect of shall be paid, first, to all Guarantor Senior Debt Indebtedness of such Subsidiary GuarantorGuarantor in full in cash, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory duly provided for to the satisfaction of the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character is made on account of any principal of, interest on or other amounts owing in respect of the Guarantor's Guarantee of the Securities, or for the acquisition of any of the Securities for cash, property or otherwise. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (including shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution which may be payable or deliverable is prohibited by reason Section 13.03(a) and before all obligations in respect of the payment of any other indebtedness Guarantor Senior Indebtedness of such Subsidiary Guarantor subordinated to the are paid in full in cash, or payment of the Securitiesprovided for, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”)shall be received and held in trust for the benefit of, on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment and shall be paid over or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred delivered to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of such Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of such Subsidiary Guarantor shall be entitled Senior Indebtedness held by such holders) or their respective representatives, or to receivethe trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is Indebtedness has been paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleIndebtedness. The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary any Guarantor with or into, another Person corporation or the liquidation or dissolution of such Subsidiary any Guarantor following the conveyance or other disposition transfer of all its property as an entirety, or substantially all of its assets as an entirety, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.03 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth stated in Article EightFive (or any replacement provisions as contemplated by Article Five).

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all of such Guarantor's Obligations due upon all Guarantor Senior Debt of such Guarantor shall not first be deemed paid in full in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of Guarantor Senior Debt of such Guarantor, before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor 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 character is made on account of any other corporation provided Obligations on such Guarantor's Guarantees, or for the acquisition of any of the Notes by such plan Guarantor, for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of reorganization assets of such Guarantor of any kind or readjustment character, whether in cash, property or securities, to which stock the Holders of the Notes or securities are subordinated the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such Guarantor or by any receiver, trustee in right bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of payment to all then outstanding Guarantor Senior Debt of such Subsidiary Guarantor (pro rata to substantially such holders on the same extent basis of the respective amounts of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt of such Guarantor may have been issued, as their respective interests may appear, for application to the Subsidiary Guarantees are so subordinated payment of Guarantor Senior Debt of such Guarantor remaining unpaid until all Obligations on Guarantor Senior Debt of such Guarantor then due have been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Debt of such Guarantor. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 13.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt of such Guarantor may have been issued, as provided their respective interests may appear, for application to the payment of Guarantor Senior Debt of such Guarantor then due remaining unpaid until all such Guarantor Senior Debt of such Guarantor has been paid in this Article. full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt of such Guarantor. (c) The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary any Guarantor with or into, another Person corporation or the liquidation or dissolution of such Subsidiary any Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof and as long as permitted under the terms of the Guarantor Senior Debt of such Guarantor shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Guarantor's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event Upon any payment or distribution of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative assets to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other dissolution, winding up of any Subsidiary Guarantorup, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyreorganization, or (c) any assignment for the benefit of creditors creditors, marshaling of assets or any other marshalling of assets and liabilities of any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Subsidiary Guarantor, then and in any such event specified in (a), (b) ’s insolvency or (c) above bankruptcy (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) ), the holders of Senior Debt Indebtedness of such the Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest, if any, on or in respect of all such Senior Debt of such Subsidiary GuarantorIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt of such Subsidiary GuarantorIndebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Indebtedness of such the Subsidiary Guarantor subordinated to the payment of the Securitiesany Subsidiary Guarantee, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of any payment pursuant to any Subsidiary Guarantee or on account of the purchase or other acquisition of Securities by the Subsidiary Guarantee of such Guarantor or any Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt Indebtedness of such the Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of such Subsidiary Guarantor’s the Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment payment or distribution of assets of the Subsidiary Guarantor of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt Indebtedness of such the Subsidiary Guarantor is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt of such Subsidiary GuarantorIndebtedness, and if such fact written notice thereof from the Subsidiary Guarantor or any holder of Senior Indebtedness of the Subsidiary Guarantor (or any trustee, agent or representative therefor) shall, at or least three Business Days prior to the time of such Guarantee Paymentpayment or distribution, have been made known to received by a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such the Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all such Senior Debt of such Subsidiary Guarantor Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such the Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution shares of stock of the Subsidiary Guarantor as reorganized or readjusted, or securities of a the Subsidiary Guarantor or any other corporation 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 Debt Indebtedness of such the Subsidiary Guarantor to substantially the same extent as the any Subsidiary Guarantees are Guarantee is so subordinated as provided in this Article. The consolidation of a the Subsidiary Guarantor with, or the merger of a the Subsidiary Guarantor into, another Person or the liquidation or dissolution of such the Subsidiary Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets or of its properties and assets substantially as an entirety to another Person upon or the terms liquidation or dissolution of the Subsidiary Guarantor following the sale of all of its properties and conditions set forth in Article Eight assets or of its properties and assets substantially as an entirety to another Person shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such the Subsidiary Guarantor is merged or the Person which acquires by conveyance sale all such properties and assets or transfer such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the any conditions set forth in Article Eightany applicable supplemental indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any payment or distribution of assets of the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative Guarantor to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other winding up of any Subsidiary Guarantordissolution, whether voluntary or involuntary and whether or not involving insolvency or bankruptcywinding-up, or (c) any reorganization, assignment for the benefit of creditors or any other creditors, marshalling of assets and or liabilities or any bankruptcy, insolvency or similar proceedings of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above the Guarantor (each such event, if any, herein sometimes referred to as a “Guarantor "Proceeding”"): (i) the holders of Senior Debt of such Subsidiary Guarantor Indebtedness shall be entitled to receive payment in full in cash of all amounts due on or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, before the Holders of the Securities are entitled to receive any payment (including any payment to Holders made in respect of any other Indebtedness of the Guarantor subordinated to the payment of the Guarantee, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), on account of the Guarantee or on account of any purchase, redemption or other acquisition of the Guarantee by the Guarantor, any Subsidiary of the Guarantor, the Guarantee Trustee or any Paying Agent (all such payments, distributions, purchases, redemptions and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a "Guarantee Subordinated Payment"); and (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities securities, by set-off or otherwise, to which the Holders or the Guarantee Trustee would be entitled but for the provisions of this Article (including including, without limitation, any payment Junior Subordinated Payment) shall be paid by the liquidating trustee or distribution which may be payable agent or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, Person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “Guarantor Junior Subordinated Payment”)the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Subsidiary Guarantee Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of such Subsidiary Guarantor (all such paymentsSenior Indebtedness remaining unpaid, other than the after giving effect to any concurrent payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of such Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor ProceedingIndebtedness. In the event that, notwithstanding the foregoing provisions of this Section, the Guarantee Trustee or the a Holder of any Security shall have received in connection with any Proceeding any Guarantee Subordinated Payment before all Senior Debt of such Subsidiary Guarantor Indebtedness is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holdercash, then and in such event such Guarantee Subordinated Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary the Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor Indebtedness in full, full in cash after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary GuarantorIndebtedness. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary the Guarantor 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 Debt of such Subsidiary Guarantor Indebtedness to substantially the same extent, or to a greater extent as than, the Subsidiary Guarantees are Guarantee is so subordinated as provided in this Article. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight of the Indenture shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article EightEight of the Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.a

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all of such Guarantor's Obligations due upon all Guarantor Senior Debt of such Guarantor shall not first be deemed paid in full in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of Guarantor Senior Debt of such Guarantor, before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor 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 character is made on account of any other corporation provided Obligations on such Guarantor's Guarantees, or for the acquisition of any of the Notes by such plan Guarantor, for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of reorganization assets of such Guarantor of any kind or readjustment character, whether in cash, property or securities, to which stock the Holders of the Notes or securities are subordinated the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such Guarantor or by any receiver, trustee in right bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of payment to all then outstanding Guarantor Senior Debt of such Subsidiary Guarantor (pro rata to substantially such holders on the same extent basis of the respective amounts of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt of such Guarantor may have been issued, as their respective interests may appear, for application to the Subsidiary Guarantees are so subordinated payment of Guarantor Senior Debt of such Guarantor remaining unpaid until all Obligations on Guarantor Senior Debt of such Guarantor then due have been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Debt of such Guarantor. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 13.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt of such Guarantor may have been issued, as provided their respective interests may appear, for application to the payment of Guarantor Senior Debt of such Guarantor then -77- due remaining unpaid until all such Guarantor Senior Debt of such Guarantor has been paid in this Article. full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt of such Guarantor. (c) The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary any Guarantor with or into, another Person corporation or the liquidation or dissolution of such Subsidiary any Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof and as long as permitted under the terms of the Guarantor Senior Debt of such Guarantor shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Guarantor's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency payment or bankruptcy case or proceeding, distribution of assets of the Company or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative Subsidiary Notes Guarantor to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other winding up of any Subsidiary Guarantordissolution, whether voluntary or involuntary and whether or not involving insolvency or bankruptcywinding-up, or (c) any reorganization, assignment for the benefit of creditors creditors, marshaling of assets or any other marshalling bankruptcy, insolvency or similar proceedings of the Company or any Subsidiary Notes Guarantor (the Company or such Subsidiary Notes Guarantor being the "Affected Obligor"), then (except (x) in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety, upon the terms and liabilities conditions described in Article Eight or (y) in connection with the consolidation or merger of a Subsidiary Notes Guarantor, or its liquidation or dissolution, not in violation of any Subsidiary Guarantor, then and in any such event specified in (a), (bprovision of this Indenture) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor "Proceeding”"), (i) if the Affected Obligor is the Company, the holders of Senior Debt of such Subsidiary Guarantor shall first be entitled to receive payment in full full, in cash or cash equivalents, of all amounts due or to become due on or in respect of all such Senior Debt before the Holders of the Notes are entitled to receive any payment of principal of (and premium, if any) or interest on the Notes or on account of the purchase or redemption or other acquisition of Notes by the Company or any Subsidiary of the Company and (ii) if the Affected Obligor is a Subsidiary Notes Guarantor, the holders of Subsidiary Guarantor Senior Debt of such Subsidiary GuarantorNotes Guarantor shall first be entitled to receive payment in full, or provision shall be made for such payment in cash or cash equivalents equivalents, of principal of (or otherwise in a manner satisfactory to the holders of Senior Debt of premium, 122 if any) and interest on such Subsidiary GuarantorGuarantor Senior Debt, before the Holders of the Securities Notes are entitled to receive any payment pursuant to the Subsidiary Notes Guarantee of such Subsidiary Notes Guarantor (any payment on or purchase, redemption or acquisition of the Notes, referred to in clause (i), and any payment on a Subsidiary Notes Guarantee, referred to in clause (ii), being, individually and collectively, a "Notes Payment"), and, to that end, if the Affected Obligor is the Company, the holders of Senior Debt and, if the Affected Obligor is a Subsidiary Notes Guarantor, the holders of Subsidiary Guarantor Senior Debt of such Subsidiary Notes Guarantor (such Senior Debt or Subsidiary Guarantor Senior Debt, as the case may be, being "Affected Obligor Senior Debt" of such Affected Obligor) shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee the Notes in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 1402, the Trustee or the Holder of any Security Note shall have received any Guarantee Payment payment or distribution of assets of an Affected Obligor of any kind or character, whether in cash, property or securities, before all Affected Obligor Senior Debt of such Subsidiary Guarantor is paid in full full, then such payment or payment thereof provided distribution, except for amounts subject to the claim granted to the Trustee in cash or cash equivalents or otherwise Section 607 hereof, shall be held in a manner satisfactory to trust for the holders of Affected Obligor Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of such Subsidiary Guarantor the Affected Obligor for application to the payment of all Affected Obligor Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Affected Obligor Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of the Affected Obligor Senior Debt of such Subsidiary GuarantorDebt. For purposes of this Article Fourteen only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock equity or subordinated securities of a Subsidiary Guarantor the Affected Obligor 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 that, in the case of subordinated securities, are subordinated in right of payment to all then outstanding Affected Obligor Senior Debt of such Subsidiary Guarantor to substantially at least the same extent as the Notes or Subsidiary Guarantees Notes Guarantees, as the case may be, are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightFourteen.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any a Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any a Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any a Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Subsidiary Guarantor Proceeding”") the holders of Senior Debt Guarantees of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all such Senior Debt of such Subsidiary GuarantorGuarantees, or provision shall be made for such payment in cash or cash equivalents or otherwise in a any other manner satisfactory acceptable to the holders of such Senior Debt of such Subsidiary GuarantorGuarantees, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Debt of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such paymentsGuarantor, other than the but excluding any payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt Guarantees of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, distributions, purchases, redemptions and acquisitions herein referred to, individually and collectively, as a "Subsidiary Guarantor Payment"), and to that end the holders of Senior Guarantees of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Subsidiary Guarantor Payment which may be payable or deliverable in respect of the Subsidiary Guarantee of such Subsidiary Guarantor in any such Subsidiary Guarantor Proceeding. Any Subsidiary Guarantor Securities Payments to which the Trustee or the Holders would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such Subsidiary Guarantor Securities Payment, whether a trustee in bankruptcy, a receiver or otherwise, directly to the holders of Senior Guarantees of such Subsidiary Guarantor or their representative or representatives or to any trustee or agent under any indenture or other agreement evidencing or governing any such Senior Guarantees, ratably according to the aggregate amounts remaining unpaid on account of the Senior Guarantees held or represented by each of them, to the extent necessary to make payment in full of all Senior Guarantees remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Guarantees. As used in this Article, the phrase "payment in full" (or any similar phrase), when used to refer to the payment of Senior Guarantees, shall mean payment in full of the aggregate amount of such Senior Guarantees in cash or cash equivalents or any other manner acceptable to the holders of such Senior Guarantees. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Subsidiary Guarantor Payment before all Senior Guarantees of a Subsidiary Guarantor are paid in full or payment thereof provided for in cash or cash equivalents or any other manner acceptable to the holders of such Senior Guarantees, then and in such event such Subsidiary Guarantor Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Guarantees of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all such Senior Guarantees in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Guarantees; provided that any portion of any such Subsidiary Guarantor Payment allocable to Senior Guarantees in respect of the Credit Facility shall be paid over or delivered forthwith directly to the Administrative Agent under the Credit Facility. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such a Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Subsidiary Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. of a Subsidiary Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshalling marshaling of assets and or liabilities of any Subsidiary Guarantor, then and in any such event specified in event: (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”1) the holders of all Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Debt, in any other manner, of all amounts due or to become due on or in respect of all such Guarantor Senior Debt of such Subsidiary GuarantorDebt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorpayment, before the Holders of the Securities Notes are entitled to receive receive, pursuant to the Subsidiary Guarantee of such Subsidiary Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its obligations on its Guarantee; and (2) any payment or distribution of assets of such Subsidiary Guarantor of any kind or character, whether in cash, property or securities (including any payment securities, by set-off or distribution otherwise, to which may the Holders or the Trustee would be payable entitled but for the subordination provisions of this Article 10 shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, Person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application or their representative or representatives or to the payment thereof, trustee or trustees under any Guarantee Payment indenture under which may be payable or deliverable in respect any instruments evidencing any of such Subsidiary Guarantor’s Subsidiary Guarantee Guarantor Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Debt held or represented by each, to the extent necessary to make payment in full in cash, Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Debt, in any other manner, of all such Guarantor Proceeding. In Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Debt; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.07, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of such Subsidiary Guarantor of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Subsidiary Guarantee Payment before all Guarantor Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holderfor, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all such Guarantor Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Debt in full in cash, Cash Equivalents or, as acceptable to the holders of such Subsidiary Guarantor in fullSenior Debt, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleDebt. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance conveyance, transfer or other disposition of all or substantially all lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Subsidiary Guarantor Proceeding for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the surviving entity of such Subsidiary Guarantor is merged merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or other dispositionlease, comply with the conditions set forth in such Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency payment or bankruptcy case or proceeding, distribution of assets of the Company or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative Subsidiary Notes Guarantor to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other winding up of any Subsidiary Guarantordissolution, whether voluntary or involuntary and whether or not involving insolvency or bankruptcywinding-up, or (c) any reorganization, assignment for the benefit of creditors creditors, marshaling of assets or any other marshalling bankruptcy, insolvency or similar proceedings of the Company or any Subsidiary Notes Guarantor (the Company or such Subsidiary Notes Guarantor being the "Affected Obligor"), then (except (x) 105 95 in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety, upon the terms and liabilities conditions described in Article Eight or (y) in connection with the consolidation or merger of a Subsidiary Notes Guarantor, or its liquidation or dissolution, not in violation of any Subsidiary Guarantor, then and in any such event specified in (a), (bprovision of this Indenture) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor "Proceeding”"), (i) if the Affected Obligor is the Company, the holders of Senior Debt of such Subsidiary Guarantor shall first be entitled to receive payment in full full, in cash or cash equivalents, of all amounts due or to become due on or in respect of all such Senior Debt before the Holders of the Notes are entitled to receive any payment of principal of (and premium, if any) or interest on the Notes or on account of the purchase or redemption or other acquisition of Notes by the Company or any Subsidiary of the Company and (ii) if the Affected Obligor is a Subsidiary Notes Guarantor, the holders of Subsidiary Guarantor Senior Debt of such Subsidiary GuarantorNotes Guarantor shall first be entitled to receive payment in full, or provision shall be made for such payment in cash or cash equivalents equivalents, of principal of (or otherwise in a manner satisfactory to the holders of Senior Debt of premium, if any) and interest on such Subsidiary GuarantorGuarantor Senior Debt, before the Holders of the Securities Notes are entitled to receive any payment pursuant to the Subsidiary Notes Guarantee of such Subsidiary Notes Guarantor (any payment on or purchase, redemption or acquisition of the Notes, referred to in clause (i), and any payment on a Subsidiary Notes Guarantee, referred to in clause (ii), being, individually and collectively, a "Notes Payment"), and, to that end, if the Affected Obligor is the Company, the holders of Senior Debt and, if the Affected Obligor is a Subsidiary Notes Guarantor, the holders of Subsidiary Guarantor Senior Debt of such Subsidiary Notes Guarantor (such Senior Debt or Subsidiary Guarantor Senior Debt, as the case may be, being "Affected Obligor Senior Debt" of such Affected Obligor) shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee the Notes in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 1402, the Trustee or the Holder of any Security Note shall have received any Guarantee Payment payment or distribution of assets of an Affected Obligor of any kind or character, whether in cash, property or securities, before all Affected Obligor Senior Debt of such Subsidiary Guarantor is paid in full full, then such payment or payment thereof provided distribution, except for amounts subject to the claim granted to the Trustee in cash or cash equivalents or otherwise Section 607 hereof, shall be held in a manner satisfactory to trust for the holders of Affected Obligor Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of such Subsidiary Guarantor the Affected Obligor for application to the payment of all Affected Obligor Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Affected Obligor Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of the Affected Obligor Senior Debt of such Subsidiary GuarantorDebt. For purposes of this Article Fourteen only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock equity or subordinated securities of a Subsidiary Guarantor the Affected Obligor 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 that, in the case of subordinated securities, are subordinated in right of payment to all then outstanding Affected Obligor Senior Debt of such Subsidiary Guarantor to substantially at least the same extent 106 96 as the Notes or Subsidiary Guarantees Notes Guarantees, as the case may be, are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightFourteen.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshalling of assets of any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to any Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Debt of such Guarantor (including interest accruing after the commencement of any such proceeding at the rate specified in the applicable Guarantor Senior Debt whether or not such interest is an allowed claim in any such proceeding) shall not first be deemed to include a paid in full in cash before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor 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 character is made on account of any other corporation provided Obligations of such Guarantor on its Guarantee, or for the acquisition of any of the Securities for cash or property or otherwise (except that Holders of the Securities may receive Permitted Junior Securities and payments made from the trust described in Article Eight hereof). Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Guarantees or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such plan Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of reorganization the Guarantees or readjustment which stock or securities are subordinated in right by the Trustee under this Indenture if received by them, directly to the holders of payment to all then outstanding Guarantor Senior Debt of such Subsidiary Guarantor (pro rata to substantially such holders on the same basis of the respective amounts of such Guarantor Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt (except that Holders of the Securities may receive Permitted Junior Securities and payments made from the trust described in Article Eight hereof). (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 12.03(a), such payment or distribution shall be held for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of such Guarantor Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (c) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of any Guarantor, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Subsidiary Guarantees are so subordinated Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as provided in this Article. if such payment had not occurred. (d) The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary any Guarantor with or into, another Person corporation or the liquidation or dissolution of such Subsidiary any Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets assets, to another Person upon corporation which complies with the terms and conditions set forth provided in Article Eight Five hereof and which does not violate any other Obligation of such Guarantor under this Indenture or Guarantee of such Guarantor and as long as permitted under the terms of the Designated Senior Debt of such Guarantor shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.03 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Guarantor's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of a Guarantor in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary such Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary such Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyinvoluntary, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary such Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”; (1) the holders of the Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all such Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorcash, before the Holders of the Securities or Coupons are entitled to receive any payment under or with respect to such Guarantor's Guarantee of the Securities and any Coupons; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities (securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article Eighteen, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Debt of such Subsidiary Guarantor being subordinated to the payment of amounts due under such Guarantor's Guarantee, shall be paid, to the Securitiesextent permitted by law, by the liquidating trustee or agent or other Person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “the holders of the Guarantor Junior Subordinated Payment”)Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any such Guarantor Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Subsidiary Guarantee principal of, and premium, if any, and interest on the Guarantor Senior Indebtedness of such Subsidiary Guarantor (held or represented by each, to the extent necessary to make payment in full of all such paymentsGuarantor Senior Indebtedness of such Guarantor remaining unpaid, other than the after giving effect to any concurrent payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of such Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 1802, the Trustee or the Holder of any Security or Coupon shall have received receive any Guarantee Payment payment or distribution of assets of a Guarantor of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Guarantor being subordinated to the payment of the amounts due under such Guarantor's Guarantee, before all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holderfor, then and in such event such Guarantee Payment shall payment or distribution shall, to the extent permitted by law, be held in trust for the benefit of and paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution holders of assets Guarantor Senior Indebtedness of such Subsidiary Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any such Guarantor Senior Indebtedness have been issued for application to the payment of all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor remaining unpaidunpaid in the manner provided in clause (2) of the immediately preceding paragraph, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor. For purposes of this Article Eighteen only, the words “any payment or distribution of any kind or character, whether in "cash, property or securities” " shall not be deemed to include a payment shares of capital stock of any Guarantor as reorganized or distribution of stock readjusted, or securities of a Subsidiary any Guarantor or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree the payment 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 is subordinated, at least to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleArticle Eighteen with respect to the Guarantee of such Guarantor, to the payment of all Guarantor Senior Indebtedness of such Guarantor which may at the time be outstanding; provided, however, that (i) the Guarantor Senior Indebtedness of such Guarantor is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of any Guarantor Senior Indebtedness of such Guarantor are not, without the consent of such holders, altered by such reorganization or readjustment, including without limitation, such rights being impaired within the meaning of Section 1124 of Title 11 of the United States Code, or any impairment of the right to receive interest accruing during the pendency of a bankruptcy or insolvency proceeding, including proceedings under Title 11 of the United States Code. The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary any Guarantor into, another Person corporation or the liquidation or dissolution of such Subsidiary any Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Guarantor Proceeding for the purposes of this Section 1802 if the corporation or Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer all or substantially all the assets of such assetsGuarantor, as 103 the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply and if required by Section 1614 of this Indenture, become a Guarantor in accordance with the conditions set forth in Article Eightapplicable provisions of Section 1614.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any payment by the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary New Devon Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling distribution of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution New Devon Guarantor of any kind or character, whether in cash, property or securities (including securities, to creditors upon any payment dissolution or distribution which may be payable winding-up or deliverable by reason liquidation or reorganization of the payment of any New Devon Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other indebtedness of such Subsidiary proceedings, all amounts due upon all Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor Indebtedness shall first be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full full, or payment thereof provided for in cash money in accordance with its terms, before any payment is made by the New Devon Guarantor on the Guarantor Obligations; and upon any such dissolution or cash equivalents winding-up or otherwise in a manner satisfactory to liquidation or reorganization, any payment by the holders of Senior Debt of such Subsidiary New Devon Guarantor, and if such fact shallor distribution of assets of the New Devon Guarantor of any kind or character, at whether in cash, property or prior securities, to which the time Holders of such Guarantee Payment, have been made known to the Convertible Debentures or the Trustee orwould be entitled to receive from the New Devon Guarantor, as except for the case may beprovisions of this Article, such Holder, then and in such event such Guarantee Payment shall be paid over by the New Devon Guarantor or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating liquidation trustee, custodian, assignee, agent or other Person making such payment or distribution distribution, or by the Holders of assets of such Subsidiary Guarantor for application the Convertible Debentures or by the Trustee under the Indenture if received by them or it, directly to the payment holders of all Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by such Subsidiary holders, as calculated by the New Devon Guarantor) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Guarantor remaining unpaidSenior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article onlyIndebtedness, the words “before any payment or distribution is made to the Holders of the Convertible Debentures or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the New Devon Guarantor of any kind or character, whether in cash, property or securities” , prohibited by the foregoing, shall be received by the Trustee before all Guarantor Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Guarantor Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the New Devon Guarantor, for application to the payment of all Guarantor Senior Indebtedness, as the case may be, remaining unpaid to the extent necessary to pay such Guarantor Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Guarantor Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include a payment or distribution shares of stock of the New Devon Guarantor as reorganized or readjusted, or securities of a Subsidiary the New Devon Guarantor or any other corporation 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 Guarantor Senior Indebtedness which may at the time be outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as as, or to a greater extent than, the Subsidiary Guarantees are New Devon Guaranty is so subordinated as provided in this Article. The consolidation of a Subsidiary the New Devon Guarantor with, or the merger of a Subsidiary the New Devon Guarantor into, another Person or the liquidation or dissolution of such Subsidiary the New Devon Guarantor following the conveyance or other disposition of all or substantially all transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight XVII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the New Devon Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the New Devon Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions condition set forth in Article EightXVII.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any assignment for the benefit of creditors or any other marshalling of assets and or liabilities of any Subsidiary Guarantor, then and in any such event specified in event: (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”1) the holders of all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents of all amounts due or to become due on or in respect of all such Guarantor Senior Debt of such Subsidiary Guarantor, Indebtedness or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorpayment, before the Holders of the Securities are entitled to receive receive, pursuant to this Guarantee, any payment or distribution of any kind or character by or on behalf of such Guarantor (excluding any guarantee of Permitted Junior Securities) on account of the Guarantee of the Notes hereunder; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities (including excluding any guarantee of Permitted Junior Securities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination provisions of this Article XI shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 11.6, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, in respect of any Obligations of such Guarantor under this Guarantee Payment before all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full in cash or Cash Equivalents or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holderfor, then and in such event such Guarantee Payment payment or distribution (excluding any guarantee of Permitted Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor Senior Indebtedness in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in clause (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”"GUARANTOR PROCEEDING") or a Proceeding (as hereinafter defined) with respect to the Company until the holders of Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment Obligations have received and retained Payment in full Full of all amounts due or to become due Guarantor Senior Obligations and Senior Obligations (including any interest accruing on or in respect after the filing of all Senior Debt of any Guarantor Proceeding relating to such Subsidiary Guarantor, whether or provision shall be made for not allowed in such payment in cash Guarantor Proceeding and any interest accruing on or cash equivalents or otherwise in a manner satisfactory after the filing of any Proceeding relating to the holders of Senior Debt of Company, whether or not al- lowed in such Subsidiary GuarantorProceeding), before the Holders of the Securities are Noteholders shall not be entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”)securities, on account of any Obligations in respect of the Subsidiary Guarantee of such Subsidiary Guarantor or on account of any purchase or other acquisition of Notes (including any repurchase of any Notes made or required to be made in connection with a Change of Control Offer, an Excess Proceeds Offer or otherwise) by the Company, any Subsidiary Guarantor or any Subsidiary of a Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraphdistributions, purchases, repurchases and acquisitions herein referred to, individually and collectively, as a “Guarantee Payment”"GUARANTEE PAYMENT"), and to that end each Administrative Agent on behalf of the holders of Guarantor Senior Debt of such Subsidiary Guarantor Obligations, as their interests may appear, shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of any obligations of such Subsidiary Guarantor’s Guarantor under its Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 10.6, the Trustee or the Holder of any Security Noteholder shall have received any Guarantee Payment before all Guarantor Senior Debt of such Subsidiary Guarantor is paid Obligations or Senior Obligations are Paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such HolderFull, then and in such event (i) such Guarantee Payment shall be paid over or delivered forthwith to the Administrative Agents, or if otherwise required by applicable law, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of such Subsidiary Guarantor the Company, in each case for the application to the payment Payment in Full of all Guarantor Senior Debt Obligations remaining unpaid and, after Payment in Full of such Subsidiary Guarantor Senior Obligations, to the Payment in Full of all other Senior Obligations remaining unpaid, to the extent necessary to pay Pay in Full all such Senior Debt of such Subsidiary Guarantor in fullObligations, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Obligations, and (ii) until so turned over, the same shall be held in trust by such Noteholder as the property of such Subsidiary Guarantorthe Administrative Agents and the holders of the Guarantor Senior Obligations. For purposes of this Article Section 10 only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or other securities or Indebtedness of a any Subsidiary Guarantor 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 or Indebtedness are subordinated in right of payment to all then outstanding Guarantor Senior Debt of such Subsidiary Guarantor Obligations and the Senior Obligations to substantially the same extent as as, or to a greater extent than, the Subsidiary Guarantees of the Subsidiary Guarantors are so subordinated as provided in this ArticleSection 10. The consolidation of a any Subsidiary Guarantor Guarantor. with, or the merger of a any Subsidiary Guarantor into, another Person or the liquidation or dissolution of such any Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight Section 10.3 shall not be deemed a Guarantor Proceeding for the purposes of this Section 10.6 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article EightSection 10.3.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshalling marshaling of assets and or liabilities of any Subsidiary Guarantor, the Company (except in connection with the merger or consolidation of the Company or its liquidation or dissolution following the transfer of substantially all of its assets in accordance with Section 5.01 hereof) then and in any such event specified in event: (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”1) the holders of all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Indebtedness, in any other manner, of all amounts due or to become due on or in respect of all such Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorpayment, before the Holders of the Securities Notes are entitled to receive receive, pursuant to the Guarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities (including securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination provisions of this Article 10 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents or, as acceptable to the Holders of such Guarantor Senior 95 -88- Indebtedness of such Guarantor, in any other manner, of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.07, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Guarantee Payment before all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holderfor, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor Senior Indebtedness in fullfull in cash, Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleIndebtedness. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance conveyance, transfer or other disposition of all or substantially all lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof 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 Proceeding for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the surviving entity of such Subsidiary Guarantor is merged merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or other dispositionlease, comply with the conditions set forth in such Article Eight.5 hereof. 96 -89-

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency payment or bankruptcy case or proceeding, distribution of assets of the Company or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative Subsidiary Debentures Guarantor to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other winding up of any Subsidiary Guarantordissolution, whether voluntary or involuntary and whether or not involving insolvency or bankruptcywinding-up, or (c) any reorganization, assignment for the benefit of creditors creditors, marshaling of assets or any other marshalling bankruptcy, insolvency or similar proceedings of the Company or any Subsidiary Debentures Guarantor (the Company or such Subsidiary Debentures Guarantor being the "Affected Obligor"), then (except (x) in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety, upon the terms and liabilities conditions described in Article Eight or (y) in connection with the consolidation or merger of a Subsidiary Debentures Guarantor, or its liquidation or dissolution, not in violation of any Subsidiary Guarantor, then and in any such event specified in (a), (bprovision of this Exchange Indenture) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor "Proceeding”"), (i) if the Affected Obligor is the Company, the holders of Senior Debt of such Subsidiary Guarantor and Senior Subordinated Debt shall first be entitled to receive payment in full full, in cash or cash equivalents, of all amounts due or to become due on or in respect of all such Senior Debt and Senior Subordinated Debt before the Holders of the Exchange Debentures are entitled to receive any payment of principal of (or premium, if any) or interest on the Exchange Debentures or on account of the purchase or redemption or other acquisition of Exchange Debentures by the Company or any Subsidiary of the Company and (ii) if the 129 118 Affected Obligor is a Subsidiary Debentures Guarantor, the holders of Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt of such Subsidiary GuarantorDebentures Guarantor shall first be entitled to receive payment in full, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders equivalents, of principal of (and premium, if any) and interest on such Subsidiary Guarantor Senior Debt of such and Subsidiary GuarantorGuarantor Senior Subordinated Debt, before the Holders of the Securities Exchange Debentures are entitled to receive any payment pursuant to the Subsidiary Debentures Guarantee of such Subsidiary Debentures Guarantor (any payment on or purchase, redemption or acquisition of the Exchange Debentures, referred to in clause (i), and any payment on a Subsidiary Debentures Guarantee, referred to in clause (ii), being, individually and collectively, an "Exchange Debentures Payment"), and, to that end, if the Affected Obligor is the Company, the holders of Senior Debt and Senior Subordinated Debt and, if the Affected Obligor is a Subsidiary Debentures Guarantor, the holders of Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt of such Subsidiary Debentures Guarantor (such Senior Debt and Senior Subordinated Debt or Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt, as the case may be, being "Affected Obligor Senior Debt" of such Affected Obligor) shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee the Exchange Debentures in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 1402, the Debentures Trustee or the Holder of any Security Exchange Debenture shall have received any Guarantee Payment payment or distribution of assets of an Affected Obligor of any kind or character, whether in cash, property or securities, before all Affected Obligor Senior Debt of such Subsidiary Guarantor is paid in full full, then such payment or payment thereof provided distribution, except for amounts subject to the claim granted to the Debentures Trustee in cash or cash equivalents or otherwise Section 607 hereof, shall be held in a manner satisfactory to trust for the holders of Affected Obligor Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of such Subsidiary Guarantor the Affected Obligor for application to the payment of all Affected Obligor Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Affected Obligor Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of the Affected Obligor Senior Debt of such Subsidiary GuarantorDebt. For purposes of this Article Fourteen only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock equity or subordinated securities of a Subsidiary Guarantor the Affected Obligor 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 that, in the case of subordinated securities, are subordinated in right of payment to all then outstanding Affected Obligor Senior Debt of such Subsidiary Guarantor to substantially at least the same extent as the Exchange Debentures or Subsidiary Guarantees Debentures Guarantees, as the case may be, are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightFourteen.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such any Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to creditors upon any total or partial liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Subsidiary Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness shall not first be deemed paid in full in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of Guarantor Senior In- debtedness, before any payment or distribution of stock any kind or securities character is made on account of a any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of any Subsidiary Guarantor 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 kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such plan Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor (PRO RATA to substantially such holders on the same basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) To the extent any payment of such Guarantor Senior Indebtedness (whether by or on behalf of such Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, such Guarantor Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of such Subsidiary Guarantees are so subordinated Guarantor of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 12.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness (PRO RATA to such holders on the basis of the respective amount of such Guarantor Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as provided their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in this Article. full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (d) The consolidation of a any Subsidiary Guarantor with, or the merger of a any Subsidiary Guarantor with or into, another Person corporation or the liquidation or dissolution of such any Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Section 11.06 hereof and as long as permitted under the terms of the Guarantor Senior Indebtedness of such Subsidiary Guarantor shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Subsidiary Guarantor's obligations hereunder in accordance with the conditions set forth in Article EightSection 11.06 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any a Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any a Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of any a Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Subsidiary Guarantor Proceeding”") the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt Indebtedness of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, Guarantor before the Holders of the Securities of any series as to which such Subsidiary Guarantor has given a Subsidiary Guarantee are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities securities, on account of such Subsidiary Guarantee of such Subsidiary Guarantor (all such payments and distributions herein referred to, individually and collectively, as a "Subsidiary Guarantor Payment"), and to that end the holders of Senior Indebtedness of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Subsidiary Guarantor Payment, including any payment or distribution Subsidiary Guarantor Payment which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor being subordinated to the payment of payments under the SecuritiesSubordinated Guarantees, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Subsidiary Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Subsidiary Guarantor Payment before all Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Subsidiary Guarantor Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Subsidiary Guarantor Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt Indebtedness of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “"Guarantee Payment”"), and to that end the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s 's Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such Subsidiary Guarantor. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt Indebtedness of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshalling marshaling of assets and or liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance conveyance, transfer or other disposition of all or substantially all lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof 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 Proceeding for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the surviving entity of such Subsidiary Guarantor is merged merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or other dispositionlease, comply with the conditions set forth in such Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. of the Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization arrangement, reorganization, debt restructuring or other similar case or proceeding in connection therewithwith any insolvency or bankruptcy proceeding, relative to any Subsidiary the Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary the Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary the Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Guarantor Senior Debt of such Subsidiary GuarantorDebt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Senior Debt of such Subsidiary GuarantorDebt, before the Holders of the Guaranteed Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Debt of such Subsidiary the Guarantor subordinated to the payment of the SecuritiesGuarantee, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), pursuant to the Guarantee of the Guarantor on account of principal of (or premium, if any) or interest on the Guaranteed Securities or on account of the purchase or other acquisition of Guaranteed Securities by the Guarantor or any Subsidiary Guarantee of such Subsidiary the Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment payment or distribution of any kind or character, whether in cash, property or securities, including any Guarantor Junior Subordinated Payment, which may be payable or deliverable pursuant to the Guarantee of the Guarantor in respect of such Subsidiary Guarantor’s Subsidiary Guarantee the Guaranteed Securities in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Guaranteed Security shall have received on account of the Guaranteed Securities or the Guarantee of the Guarantor any Guarantee Payment payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, including any Guarantor Junior Subordinated Payment, before all Guarantor Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Senior Debt of such Subsidiary GuarantorDebt, and if such fact shall, at or prior to the time of such Guarantee Paymentpayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered deliv ered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary the Guarantor for application to the payment of all Guarantor Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Guarantor Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt Debt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Guaranteed Securities or the Guarantees, or any taxes that ought to have been withheld or deducted from any such Subsidiary Guarantorpayment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Guaranteed Security receives for purposes of this Section. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution shares of stock of the Guarantor as reorganized or readjusted, or securities of a Subsidiary the Guarantor or any other corporation 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 Guarantor Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are Guarantee is so subordinated as provided in this Article. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms 11 and conditions set forth in Article Eight Section 1606 shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person which acquires by conveyance or transfer sale such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the conditions set forth in Article EightSection 1606.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, -69- 79 relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “"Guarantee Payment”"), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s 's Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any a Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any a Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any a Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Subsidiary Guarantor Proceeding”") the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt Indebtedness of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment on account of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”Subsidiary Guarantee), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, payments and distributions herein referred to, individually and collectively, as a “Guarantee "Subsidiary Guarantor Payment”"), and to that end the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Subsidiary Guarantor Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Subsidiary Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Subsidiary Guarantor Payment before all Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Subsidiary Guarantor Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Subsidiary Guarantor Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such a Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Subsidiary Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to securities of any Subsidiary Guarantor of any kind or to its creditorscharacter, as suchwhether in cash, property or to its assetssecurities, or (b) upon any liquidation, dissolution or other winding up or total liquidation or reorganization of any such Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or in bankruptcy, insolvency, receivership or other proceedings (c) excluding any assignment for the benefit payment or distribution of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (aPermitted Junior Securities), (b) or (c) above (each such event, if any, herein sometimes referred to as a “all Guarantor Proceeding”) the holders of Senior Debt Indebtedness of such Subsidiary Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment in full of all amounts due or to become due on or by such Subsidiary Guarantor in respect of all Senior Debt of the Subsidiary Guarantees, or any payment by such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory Guarantor to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders acquire any of the Securities are entitled to receive for cash, property or securities, or any distribution by such Subsidiary Guarantor in respect of the Subsidiary Guarantees of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Subsidiary Guarantor in respect of the Subsidiary Guarantees upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Subsidiary Guarantor of any kind or character, whether in cash, property or securities (including excluding any payment or distribution of Permitted Junior Securities), to which may the Holders or the Trustee on their behalf would be payable or deliverable entitled, but for the subordination provisions of this Indenture, shall be made by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securitiesor by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution being hereinafter referred distribution, directly to as a “the holders of Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee Senior Indebtedness of such Subsidiary Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such paymentsGuarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, other than the payment distribution or distribution of stock provision therefor to or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end for the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such any Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a securities (excluding any payment or distribution of stock Permitted Junior Securities), shall be received by the Trustee or securities any Holder of Securities at a Subsidiary time when such payment or distribution is prohibited by Section 12.03(a) and before all obligations in respect of the Guarantor 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 Debt Indebtedness of such Subsidiary Guarantor are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness (pro rata to substantially such holders on the same extent basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the Subsidiary Guarantees are so subordinated as provided payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in this Articlefull in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of a any Subsidiary Guarantor with, or the merger of a any Subsidiary Guarantor with or into, another Person corporation or the liquidation or dissolution of such any Subsidiary Guarantor following the conveyance or other disposition transfer of all its property as an entirety, or substantially all of its assets as an entirety, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.03 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth stated in Article EightFive.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceedingtion, or any receivershipwinding-up, liquidationreorganization, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary GuarantorGuarantor or in a bankruptcy, then and in reorganization, insolvency, receivership or other similar proceeding relating to any such event specified in (a)Guarantor or its property, (b) whether voluntary or (c) above (each such eventinvoluntary, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts Obligations due or to become due on or upon all Guarantor Senior Indebtedness shall first be paid in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment full in cash or cash equivalents Cash Equivalents, or otherwise in a manner satisfactory such payment duly provided for to the satisfaction of the holders of the Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), character is made on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities any Obligations of a Subsidiary Guarantor referred to in on the second succeeding paragraphGuarantees, herein referred toor for the acquisition of any of the Securities for cash or property or otherwise. Upon any such dissolution, individually and collectivelywinding-up, as a “Guarantee Payment”)liquidation, and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receivereorganization, for application to the payment thereofreceivership or similar proceeding, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event thatpayment, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders of the Guarantees or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall not be paid by the Guarantors or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Guarantees or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Indebtedness. (b) To the extent any payment of Guarantor Senior Indebtedness (whether by or on behalf of a Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to include a be reinstated and outstanding as if such payment had not occurred. 108 -100- (c) In the event that, notwithstanding the foregoing, any payment or distribution of stock or securities assets of a Subsidiary Guarantor provided of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 10B.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Guarantor Senior Indebtedness held by a plan of reorganization such holders) or readjustment authorized by an order their respective Representatives, or decree of a court of competent jurisdiction in a reorganization proceeding to the trustee or trustees under any applicable bankruptcy law or of indenture pursuant to which 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 Debt of such Subsidiary Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to substantially the same extent as payment of Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the Subsidiary Guarantees are so subordinated as provided in this Article. holders of such Guarantor Senior Indebtedness. (d) The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary any Guarantor with or into, another Person corporation or the liquidation or dissolution of such Subsidiary any Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets to another Person corporation upon the terms and conditions set forth provided in Article Eight Section 10A.05 as if the Guarantor were the Company and as long as permitted under the terms of the Guarantor Senior Indebtedness shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10B.03 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Guarantor's obligations hereunder in accordance with Section 10A.05 as if the conditions set forth in Article EightGuarantor were the Company.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshalling of assets of any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to any Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon ail Guarantor Senior Debt shall not first be deemed paid in full in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of the Guarantor Senior Debt, before any payment or distribution of stock any kind or securities character is made on account of any Obligations of a Subsidiary Guarantor provided on the Guarantees, or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment, or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Guarantees or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by a plan the Guarantors or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of reorganization the Guarantees or readjustment authorized by an order the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or decree their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Debt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of a court Guarantor, as proceeds of competent jurisdiction 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 a receiver, trustee in a reorganization proceeding bankruptcy, liquidating trustee, agent or other similar Person under any applicable bankruptcy law bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of a Guarantor of any other corporation provided kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 12.10(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such plan holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. Senior Debt. (d) The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary any Guarantor with or into, another Person corporation or the liquidation or dissolution of such Subsidiary any Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets to another Person corporation upon the terms and conditions set forth provided in Article Eight Section 12.05 as if the Guarantor were the Company and as long as permitted under the terms of the Guarantor Senior Debt shall not be deemed a Guarantor Proceeding dissolution, winding up, liquidation or reorganization for the purposes of this Section 12.10 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Guarantor's obligations hereunder in accordance with Section 12.05 as if the conditions set forth in Article EightGuarantor were the Company.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to distribution of assets of any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any kind or character, whether in cash, property or securities, to creditors in an Insolvency or Liquidation Proceeding relating to the Subsidiary GuarantorGuarantor or its property, whether voluntary or involuntary and whether involuntary, all Obligations due upon all Guarantor Senior Indebtedness shall first be paid in full in cash or not involving insolvency or bankruptcyCash Equivalents, or (c) any assignment such payment duly provided for to the benefit satisfaction of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Guarantor Senior Debt of such Indebtedness, by the Subsidiary Guarantor shall be entitled to receive payment in full or any of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorits Subsidiaries, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition, by the Subsidiary Guarantor or any of its Subsidiaries, of any of the Notes for cash or property, except for Permitted Insolvency Payments. Upon any such Insolvency or Liquidation Proceeding, any payment or distribution of assets of the Subsidiary Guarantor of any kind or character, whether in cash, property or securities (including any payment or distribution other than Permitted Insolvency Payments), to which may be payable or deliverable by reason the Holders of the payment of any other indebtedness of such Notes or the Trustee would be entitled shall be paid by the Subsidiary Guarantor subordinated to the payment of the Securitiesor by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”)distribution, on account or by the Holders of the Subsidiary Guarantee of such Subsidiary Guarantor (all such paymentsNotes or by the Trustee if received by them, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred directly to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the amounts of Guarantor Senior Indebtedness held by such Subsidiary Guarantor shall be entitled to receiveholders) or their Representatives, as their interests may appear, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any the Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is Indebtedness has been paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Guarantor Senior Debt Indebtedness. (b) To the extent any payment of Guarantor Senior Indebtedness (whether by or on behalf of such Subsidiary Guarantor. For purposes , as proceeds of this Article onlysecurity 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 Custodian, under any Bankruptcy Law, then, if such payment is recovered by, or paid over to such Custodian, the words “Guarantor Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of a Subsidiary Guarantor of any kind or character, whether in cash, property or securities” , shall not be deemed to include a received by any Holder when such payment or distribution is prohibited by Section 12.3(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of stock Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Guarantor Senior Indebtedness held by such holders) or securities of a Subsidiary Guarantor provided for by a plan of reorganization their respective Representatives, or readjustment authorized by an order to the trustee or decree of a court of competent jurisdiction in a reorganization proceeding trustees under any applicable bankruptcy law or of indenture pursuant to which 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 Debt of such Subsidiary Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to substantially the same extent as payment of Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution holders of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to distribution of assets of any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any kind or character, whether in cash, property or securities, to creditors in an Insolvency or Liquidation Proceeding relating to the Subsidiary GuarantorGuarantor or its property, whether voluntary or involuntary and whether involuntary, all Obligations due upon all Guarantor Senior Indebtedness shall first be paid in full in cash or not involving insolvency or bankruptcyCash Equivalents, or (c) any assignment such payment duly provided for to the benefit satisfaction of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Guarantor Senior Debt of such Indebtedness, by the Subsidiary Guarantor shall be entitled to receive payment in full or any of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorits Subsidiaries, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character is made on account of any Obligations on the Notes or the related Guarantee, or for the acquisition, by the Subsidiary Guarantor or any of its Subsidiaries, of any of the Notes or the related Guarantees for cash or property, except for Permitted Insolvency Payments. Upon any such Insolvency or Liquidation Proceeding, any payment or distribution of assets of the Subsidiary Guarantor of any kind or character, whether in cash, property or securities (including any payment or distribution other than Permitted Insolvency Payments), to which may be payable or deliverable by reason the Holders of the payment of any other indebtedness of such Notes or the Trustee would be entitled shall be paid by the Subsidiary Guarantor subordinated to the payment of the Securitiesor by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”)distribution, on account or by the Holders of the Subsidiary Guarantee of such Subsidiary Guarantor (all such paymentsNotes or by the Trustee if received by them, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred directly to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the amounts of Guarantor Senior Indebtedness held by such Subsidiary Guarantor shall be entitled to receiveholders) or their Representatives, as their interests may appear, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any the Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is Indebtedness has been paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Guarantor Senior Debt Indebtedness. (b) To the extent any payment of Guarantor Senior Indebtedness (whether by or on behalf of such Subsidiary Guarantor. For purposes , as proceeds of this Article onlysecurity 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 Custodian, under any Bankruptcy Law, then, if such payment is recovered by, or paid over to such Custodian, the words “Guarantor Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of a Subsidiary Guarantor of any kind or character, whether in cash, property or securities” , shall not be deemed to include a received by any Holder when such payment or distribution is prohibited by Section 12.3(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of stock Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Guarantor Senior Indebtedness held by such holders) or securities of a Subsidiary Guarantor provided for by a plan of reorganization their respective Representatives, or readjustment authorized by an order to the trustee or decree of a court of competent jurisdiction in a reorganization proceeding trustees under any applicable bankruptcy law or of indenture pursuant to which 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 Debt of such Subsidiary Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to substantially the same extent as payment of Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution holders of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshalling of assets and or liabilities of any Subsidiary Guarantor, then and in any such event specified in event: (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”1) the holders of all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become obligations due on or in respect of all such Guarantor Senior Debt Indebtedness (including Accrued Bankruptcy Interest) and all outstanding Letter of such Subsidiary Guarantor, or provision shall be made for such payment in Credit Obligations cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorcollateralized, before the Holders of the Securities Notes are entitled to receive or retain, pursuant to the Guarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities (securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination provisions of this Article X including any payment or such distribution which may be that is payable or deliverable by reason of the payment of any other indebtedness Indebtedness of such Subsidiary Guarantor the Issuer being subordinated to the payment of the Securities, Notes shall be paid by the liquidating trustee or agent or other Person making such payment or distribution being hereinafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a “the holders of Guarantor Junior Subordinated Payment”)Senior Indebtedness of such Guarantor or the Guarantor Representative, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the Subsidiary Guarantee extent necessary to make payment in full of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payments or distribution, or provisions thereof, to the Holders of such Subsidiary Guarantor Senior Indebtedness; and (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to 3) in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 10.06, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Guarantee Payment before all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holderfull, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor Senior Indebtedness in fullfull in cash, after giving effect to any concurrent payment or distribution distribution, or provision thereof to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleIndebtedness. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance conveyance, transfer or other disposition of all or substantially all lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof 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 Proceeding for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the surviving entity of such Subsidiary Guarantor is merged merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or other dispositionlease, comply with the conditions set forth in such Article Eight5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such a Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed , to include creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshalling of assets of such Subsidiary Guarantor, or in a payment bankruptcy, reorganization, insolvency, receivership or distribution of stock or securities of a similar proceeding relating to such Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order its property, whether voluntary 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 involuntary, all obligations with respect to all then outstanding Subsidiary Senior Debt of such Subsidiary Guarantor shall first be paid in full, in cash or cash equivalents, before any payment or distribution of any kind or character is made on account of any obligations on the Securities or any of the obligations of such Subsidiary Guarantor on its Guarantee, or for the acquisition of any of the Securities for cash or property or otherwise; and until all such obligations with respect to substantially all Subsidiary Senior Debt of such Subsidiary Guarantor are paid in full in cash or cash equivalents, any distribution to which the same extent Holders of the Securities would be entitled but for the subordination provisions hereof will be made to the holders of such Subsidiary Senior Debt as their interests may appear. Upon any such dissolution, winding- up, liquidation, reorganization, bankruptcy, insolvency, receivership or similar proceeding or assignment for the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation benefit of creditors or marshalling of assets, any payment or distribution of assets of a Subsidiary Guarantor withof any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the merger Holders of the Securities or by the Trustee under this Indenture if received by it, directly to the holders of Subsidiary Senior Debt of such Subsidiary Guarantor (pro rata to such holders on the basis of the respective amounts of such Subsidiary Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Subsidiary Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Subsidiary Senior Debt remaining unpaid until all such Subsidiary Senior Debt has been paid in full in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Subsidiary Senior Debt. (b) To the extent any payment of Subsidiary Senior Debt of a Subsidiary Guarantor into(whether by or on behalf of such Subsidiary Guarantor, another as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the liquidation Subsidiary Senior Debt or dissolution part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of a Subsidiary Guarantor of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 14.9(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Subsidiary Senior Debt of such Subsidiary Guarantor following (pro rata to such holders on the conveyance basis of the respective amount of such Subsidiary Senior Debt held by such holders) or other disposition their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Subsidiary Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Subsidiary Senior Debt remaining unpaid until all such Subsidiary Senior Debt has been paid in full in cash or substantially all of its assets cash equivalents, after giving effect to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding any concurrent payment, distribution or provision therefor to or for the purposes holders of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Debt shall not first be deemed to include a paid in full in cash or Cash Equivalents, before any payment or distribution of stock any kind or securities character is made on account of a Subsidiary any Guaranteed Obligations, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of such Guarantor provided of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by a plan such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of reorganization Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or readjustment authorized by an order their respective Representatives, or decree of a court of competent jurisdiction in a reorganization proceeding to the trustee or trustees under any applicable bankruptcy law indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Debt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of 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 corporation provided similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including, without limitation, for any of the reasons described in the preceding sentence) of any Guarantor’s obligation to make any distribution or payment pursuant to any Guarantor Senior Debt, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Guarantor Senior Debt in cash or Cash Equivalents, shall have no force or effect for purposes of the subordination provisions contained in this Article 12, with any turnover of payments as otherwise calculated pursuant to this Article 12 to be made as if no such diminution has occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder when such payment or distribution is prohibited by Section 12.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such plan holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. Senior Debt. (d) The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary such Guarantor with or into, another Person corporation or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight 5 and as long as permitted under the terms of the Guarantor Senior Debt shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Guarantor’s obligations hereunder in accordance with the conditions set forth in Article Eight5.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to any Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Debt shall not first be deemed paid in full in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of Senior Debt, before any payment or distribution of stock any kind or securities character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise, other than payments or distributions in Junior Securities. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, other than payments or distributions in Junior Securities, to which the Holders of the Notes under this Indenture would be entitled, except for the provisions of this Article Eleven, shall be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders under this Indenture if received by them, directly to the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Debt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of a Subsidiary Guarantor provided of any kind or character, whether in cash, property or securities, other than in Junior Securities, shall be received by any Holder when such payment or distribution is prohibited by Section 11.10(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by a plan of reorganization such holders) or readjustment authorized by an order their respective Representatives, or decree of a court of competent jurisdiction in a reorganization proceeding to the trustee or trustees under any applicable bankruptcy law or indenture pursuant to which any 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 Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness of such Guarantor shall not first be deemed paid in full in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of such Guarantor Senior Indebtedness, before any payment or distribution of stock any kind or securities character is made on account of a Subsidiary any Obligations on the Guarantee of such Guarantor. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of any Guarantor provided of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by a plan such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of reorganization Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or readjustment authorized by an order their respective Representatives, or decree of a court of competent jurisdiction in a reorganization proceeding to the trustee or trustees under any applicable bankruptcy law indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) To the extent any payment of such Guarantor Senior Indebtedness (whether by or on behalf of such 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 corporation provided similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, such Guarantor Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 12.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amount of such Guarantor Senior Indebtedness held by such plan of reorganization holders) or readjustment their respective Representatives, or to the trustee or trustees under any indenture pursuant to which stock or securities are subordinated in right of payment to all then outstanding Senior Debt any of such Subsidiary Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to substantially the same extent as payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the Subsidiary Guarantees are so subordinated as provided in this Article. holders of such Guarantor Senior Indebtedness. (d) The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary any Guarantor with or into, another Person corporation or the liquidation or dissolution of such Subsidiary any Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Section 11.06 hereof and as long as permitted under the terms of 115 the Guarantor Senior Indebtedness of such Guarantor shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Guarantor's obligations hereunder in accordance with the conditions set forth in Article EightSection 11.06 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, whether voluntary or (b) involuntary, or any liquidation, dissolution or other winding winding-up of any Subsidiary such Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshalling of assets and or liabilities of any Subsidiary Guarantorsuch Guarantor (except in connection with the merger or consolidation of such Guarantor or its liquidation or dissolution following the transfer of substantially all of its assets, then upon the terms and in any such event specified in conditions permitted under Article Five hereof) (aall of the foregoing referred to herein individually as a "Bankruptcy Proceeding" and collectively as "Bankruptcy Proceedings"), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor shall will be entitled to receive payment and satisfaction in full in cash of all amounts due or to become due on or in respect of all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to Guarantor before the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any other than a payment or distribution which may be payable or deliverable in the form of Permitted Junior Securities) by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (its Obligations on its Guarantee; and until all such payments, other than the payment or distribution of stock or securities of a Subsidiary Obligations with respect to all Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is Indebtedness are paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory Cash Equivalents, any distribution to which the Holders of the Notes would be entitled but for the subordination provisions will be made to the holders of Guarantor Senior Debt of Indebtedness as their interests may appear. Upon any such Subsidiary Guarantordissolution, and if such fact shallwinding-up, at or prior to the time of such Guarantee Paymentliquidation, have been made known to the Trustee orreorganization, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiverinsolvency, liquidating trusteereceivership or similar proceeding or assignment for the benefit of creditors or marshalling of assets, custodian, assignee, agent or other Person making any payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall not be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Indebtedness may 113 -105- have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Indebtedness. (b) To the extent any payment of Guarantor Senior Indebtedness (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the Guarantor Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to include be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, the Trustee or any holder of Notes receives any payment or distribution of assets of a Guarantor of any kind, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of such Guarantor's Obligations on its Guarantee before all Guarantor Senior Indebtedness of such Guarantor is paid and satisfied in full in cash, then such payment or distribution (other than a payment or distribution in the form of stock Permitted Junior Securities) will be held by the recipient in trust for the benefit of holders of Guarantor Senior Indebtedness and will be immediately paid over or securities delivered to the holders of a Subsidiary Guarantor provided Senior Indebtedness or their representative or representatives to the extent necessary to make payment in full of all Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for by a plan the holders of reorganization Guarantor Senior Indebtedness. By reason of such subordination, in the event of liquidation or readjustment authorized by an order or decree insolvency, creditors of a court such Guarantor who are holders of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law Guarantor Senior Indebtedness may recover more, ratably, than other creditors of such Guarantor, and creditors of the Company who are not holders of Guarantor Senior Indebtedness or of any other corporation provided for by such plan the Notes may recover more, ratably, than the holders of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleNotes. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.114 -106-

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (bii) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (ciii) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in clause (ai), (bii) or (ciii) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive or retain payment in full in cash or cash equivalents of all amounts due or to become due on or in respect of all Guarantor Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities Lenders are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”)securities, on account of any obligations in respect of this Guaranty (including any interest accruing on or after the filing of any Guarantor Proceeding relating to a Guarantor, whether or not allowed in such Guarantor Proceeding) or on account of any purchase or other acquisition of Loans by any Guarantor or any Subsidiary Guarantee of such Subsidiary a Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraphdistributions, purchases and acquisitions herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee this Guaranty in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 6(a), the Trustee or the Holder of any Security Lender shall have received any Guarantee Payment before all Guarantor Senior Debt of such Subsidiary a Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such a Guarantee Payment, have been made known to the Trustee or, as the case may be, such HolderLender, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person person making payment or distribution of assets of such Subsidiary Guarantor for the application to the payment of all Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all the Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness in fullfull in cash or cash equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness. For purposes of this Article Section 6 only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary any Guarantor 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 Guarantor Senior Debt of such Subsidiary Guarantor to substantially the same extent as as, or to a greater extent than, the Subsidiary Guarantees Guaranty of the Guarantors are so subordinated as provided in this ArticleSection 6. The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary any Guarantor into, another Person or the liquidation or dissolution of such Subsidiary any Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight Section 8.05 of the Interim Loan Agreement shall not be deemed a Guarantor Proceeding for the purposes of this Section 6 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article EightSection 8.05 of the Interim Loan Agreement.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any a Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any a Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of any a Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Subsidiary Guarantor Proceeding”") the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt Indebtedness of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, Guarantor before the Holders of the Securities of any series as to which such Subsidiary Guarantor has given a Subsidiary Guarantee are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities securities, on account of such Subsidiary Guarantee of such Subsidiary Guarantor (all such payments and distributions herein referred to, individually and collectively, as a "Subsidiary Guarantor Payment"), and to that end the holders of Senior Indebtedness of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Subsidiary Guarantor Payment, including any payment or distribution Subsidiary Guarantor Payment which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor being subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of payments under the Subsidiary Guarantee of such Subsidiary Guarantor (all such paymentsGuarantees, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Subsidiary Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Subsidiary Guarantor Payment before all Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Subsidiary Guarantor Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Subsidiary Guarantor Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock assets or securities of a any Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , in connection with any dissolution or winding up or total or partial liquidation or reorganization of such Subsidiary Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt (including all interest accruing subsequent to the filing of a petition in bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed (or allowable) claim under applicable law) shall first be indefeasibly paid in full, in cash, before the Holders, the Trustee on their behalf or any Subsidiary Guarantor shall be entitled to receive any payment in relation to this Guaranty or any distribution with respect to this Guaranty of any cash, property or securities. Before any payment may be made by or on behalf of any Subsidiary Guarantor in relation to this Guaranty to the Holders, the Trustee on their behalf or any Subsidiary Guarantor, in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, to which the Holders, the Trustee on their behalf or any Subsidiary Guarantor would be entitled, but for the provisions of this Article IV, shall be made by the Company, a Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders, the Trustee or any Subsidiary Guarantor if received by them or it, directly to the COFACE Agent for the benefit of the holders of Senior Debt, to the extent necessary to pay all such Senior Debt in full, in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of any Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person from the holders of the Senior Debt, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. The Holders and the Trustee agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Guaranty, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over to the COFACE Agent for the benefit of the holders of the Senior Debt. (c) If, notwithstanding the provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets of any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee, any Holder or any Subsidiary Guarantor at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Senior Debt are indefeasibly paid in full, in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the COFACE Agent for the benefit of the holders of Senior Debt, for application to the payment of all such Senior Debt remaining unpaid, in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (d) For purposes of this Section 4.3, the words "cash, property or securities" shall not be deemed to include a (so long as the effect of this clause is not to cause any rights of the Holders, the Trustee and the Subsidiary Guarantors in respect of this Guaranty to be treated in any case or proceeding or similar event described in this Section 4.3 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to the Senior Debt) any payment or distribution of stock or securities of a any Subsidiary Guarantor or any other Person provided for by a plan of reorganization or readjustment authorized by an order that are subordinated, at least to the extent that any rights of the Holders, the Trustee and the Subsidiary Guarantors in respect to this Guaranty are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new Person results from such reorganization or decree readjustment, such Person assumes the Senior Debt and (ii) the rights of a court the holders of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or the Senior Debt are not, without the consent of any other corporation provided for the COFACE Agent, altered by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Articlereadjustment. The consolidation of a any Subsidiary Guarantor with, or the merger of a any Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such any Subsidiary Guarantor following the conveyance sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another Person upon the terms and conditions set forth provided in Article Eight Section 8.1 of the Original Indenture or Section 3.11 of this Guaranty shall not be deemed a Guarantor Proceeding dissolution, winding up, liquidation or reorganization for the purposes of this Section 4.3 if the such other Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions set forth stated in Article Eightthe Section 8.1 of the Original Indenture and Section 3.11 of this Guaranty, as applicable.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such any Subsidiary Guarantor for application to the payment or any of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution its Subsidiaries of any kind or character, whether in cash, property or securities” , to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Subsidiary Guarantor or any of its Subsidiaries or any of their property, whether voluntary or involuntary, all Obligations due or to become due upon all of such Subsidiary Guarantor's Senior Indebtedness shall not first be deemed paid in full in cash, or such payment duly provided for to include a the satisfaction of the holders of such Subsidiary Guarantor's Senior Indebtedness, before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor 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 character is made on account of any other corporation provided Obligations with respect to the Subsidiary Guarantee of such Subsidiary Guarantor, or for by the acquisition of such plan Subsidiary Guarantee for cash or property or otherwise. Upon any such total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of reorganization creditors or readjustment which stock or securities are subordinated in right marshaling of payment to all then outstanding Senior Debt assets of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding, any payment or distribution of assets of such Subsidiary Guarantor or any of its Subsidiaries of any kind or character, whether in cash, property or securities, to substantially which the same Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of such Subsidiary Guarantor's Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Subsidiary Guarantor's Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Subsidiary Guarantor's Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Subsidiary Guarantor's Senior Indebtedness remaining unpaid until all such Subsidiary Guarantor's Senior Indebtedness has been paid in full in cash after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Subsidiary Guarantor's Senior Indebtedness. (b) To the extent any payment of any Subsidiary Guarantor's Senior Indebtedness (whether by or on behalf of such Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, such Subsidiary Guarantor's Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) If, notwithstanding the foregoing, any payment or distribution of assets of any Subsidiary Guarantees are so subordinated Guarantor of any kind or character, whether in cash, property or securities, shall be received by any Holder or the Trustee when such payment or distribution is prohibited by this Section 12.03, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Subsidiary Guarantor's Senior Indebtedness (pro rata to such holders on the basis of the respective amount of such Subsidiary Guarantor's Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Subsidiary Guarantor's Senior Indebtedness may have been issued, as provided their respective interests may appear, for application to the payment of such Subsidiary Guarantor's Senior Indebtedness remaining unpaid until all such Subsidiary Guarantor's Senior Indebtedness has been paid in this Article. full in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Subsidiary Guarantor's Senior Indebtedness. (d) The consolidation of a any Subsidiary Guarantor with, or the merger of a any Subsidiary Guarantor with or into, another Person corporation or the liquidation or dissolution of such any Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof and as long as permitted under the terms of such Subsidiary Guarantor's Senior Indebtedness shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Subsidiary Guarantor's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets of any Guarantor of any kind or proceedingcharacter to creditors, whether in cash, property or securities, upon any receivership, total or partial liquidation, reorganization or other similar case or proceeding in connection therewithdissolution, relative to any Subsidiary Guarantor or to its creditorswinding-up, as suchreorganization, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of any Subsidiary GuarantorGuarantor or in a bankruptcy, then and in reorganization, insolvency, receivership or other similar proceeding relating to any such event specified in (a)Guarantor or its property, (b) whether voluntary or (c) above (each such eventinvoluntary, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts Obligations due or to become due on or in respect of upon all Guarantor Senior Debt of such Subsidiary Guarantor, or provision Guarantor shall first be made for such payment paid in full in cash or cash equivalents Cash Equivalents, or otherwise in a manner satisfactory such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), character is made on account of any Guarantee Obligations, or for the Subsidiary Guarantee acquisition of any of the Notes for cash or property or otherwise. Upon any such Subsidiary Guarantor (all such paymentsdissolution, other than the payment winding-up, liquidation, reorganization, receivership or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereofsimilar proceeding, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders of the Notes would be entitled, except for the provisions hereof, shall not be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders if received by them, directly to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt of such Guarantor may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt of such Guarantor remaining unpaid until all such Guarantor Senior Debt of such Guarantor has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Debt of such Guarantor. (b) To the extent any payment of Guarantor Senior Debt of any Guarantor (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Debt of such Guarantor or part thereof originally intended to be satisfied shall be deemed to include a be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of stock or securities of a Subsidiary Guarantor 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 assets of any other corporation provided Guarantor of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by this Section 12.03, such payment or distribution shall be held in trust for by such plan the benefit of, and shall be paid over or delivered to, the holders of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Guarantor Senior Debt of such Subsidiary Guarantor (pro rata to substantially such holders on the same extent basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt of such Guarantor may have been issued, as their respective interests may appear, for application to the Subsidiary Guarantees are so subordinated as provided payment of Guarantor Senior Debt of such Guarantor remaining unpaid until all such Guarantor Senior Debt of such Guarantor has been paid in this Article. full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt of such Guarantor. (d) The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets assets, to another Person upon the terms and conditions set forth provided in Article Eight Five hereof shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.03 if the such other Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Guarantors’ obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon ----------------------------------------------- any insolvency or bankruptcy case or proceeding, or any receivershipinsolvency, liquidation, bankruptcy, reorganization or other similar case or proceeding in connection therewith, relative relating to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary the Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyinvoluntary, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantorall principal, then and in any such event specified in (a), (b) or (c) above (each such eventpremium, if any, herein sometimes referred to as a “and interest, if any, due upon all Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor Indebtedness shall first be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantorfull, or provision shall be made for such payment payment, in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorequivalents, before the Holders or the Trustee on behalf of the Securities are Holders shall be entitled to receive any payment by the Guarantor pursuant to the Guaranty. Before any payment may be made by, or distribution of on behalf of, the Guarantor pursuant to the Guaranty upon any kind insolvency, liquidation, bankruptcy, reorganization or charactersimilar proceeding relating to the Guarantor, whether in cash, property voluntary or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereofinvoluntary, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such Subsidiary the Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Thirteen, shall not be deemed made by the Guarantor or by any administrator, receiver, liquidator, custodian, trustee, other similar officer of the Guarantor or other similar person making such payment or distribution, or by the Holders or the Trustee if received by them or it, directly to include a the holders of Guarantor Senior Indebtedness (pro rata to such --- ---- holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Guarantor Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of stock assets or securities of a Subsidiary the Guarantor 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 kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (a) above before all Guarantor Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, any administrator, receiver, liquidator, custodian, trustee, other corporation similar officer of the Guarantor or other person making payment or distribution of assets of the Guarantor for application to the payment of all Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment, distribution or provision therefor to or for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt the holders of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. Senior Indebtedness. (c) The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor with or into, another Person entity or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another Person entity upon the terms and conditions set forth provided in Article Eight shall not be deemed a Guarantor Proceeding liquidation for the purposes of this Section 13.5 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other entity shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer, lease or other disposition, comply with the conditions set forth stated in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “"Guarantee Payment”"), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s 's Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 72 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness shall not first be deemed to include a paid in full in cash or Cash Equivalents, before any payment or distribution of stock any kind or securities character is made on account of a Subsidiary any Guarantee Obligations, or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of such Guarantor provided of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by a plan such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of reorganization Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by such holders) or readjustment authorized by an order their respective Representatives, or decree of a court of competent jurisdiction in a reorganization proceeding to the trustee or trustees under any applicable bankruptcy law indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Indebtedness. (b) To the extent any payment of Guarantor Senior Indebtedness (whether by or on behalf of 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 corporation provided similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any dimunition (whether pursuant to court decree or otherwise, including, without limitation, for any of the reasons described in the preceeding sentence) of any Guarantor's obligation to make any distribution or payment pursuant to any Guarantor Senior Indebtedness, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Guarantor Senior Indebtedness in cash or Cash Equivalents, shall have no force or effect for purposes of the subordination provisions contained in this Article Thirteen, with any turnover of payments as otherwise calculated pursuant to this Article Thirteen to be made as if no such diminution has occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder when such payment or distribution is prohibited by Section 13.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Guarantor Senior Indebtedness held by such plan of reorganization holders) or readjustment their respective Representatives, or to the trustee or trustees under any indenture pursuant to which stock or securities are subordinated in right of payment to all then outstanding Senior Debt any of such Subsidiary Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to substantially the same extent as payment of Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the Subsidiary Guarantees are so subordinated as provided in this Article. holders of such Guarantor Senior Indebtedness. (d) The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary such Guarantor with or into, another Person corporation or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five and as long as permitted under the terms of the Guarantor Senior Indebtedness shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Guarantor's obligations hereunder in accordance with the conditions set forth in Article EightFive.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being 70 hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightVIII.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding Guarantor's assets in connection therewithwith any dissolution, relative to any Subsidiary Guarantor winding up, liquidation or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up reorganization of any Subsidiary the Guarantor, whether voluntary or involuntary and whether or not involving involuntary, in bankruptcy, insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above receivership proceedings (each such event, if any, herein sometimes referred to as a “"Proceeding"), or upon an assignment for the benefit of creditors or otherwise: (i) all Guarantor Secured Indebtedness (including without limitation all interest accruing on or after the filing of any petition in bankruptcy relating to the Guarantor at the relevant contractual rate, whether or not such claim for post-petition interest is allowed in such Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall must be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payments or distributions of any kind or character on account of any Guarantee Payments pursuant to this Guarantee Agreement, and (ii) any payment or distribution of the Guarantor's assets of any kind or character, whether in cash, property securities or securities other property, which would otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, but for application to the payment thereof, any Guarantee Payment which may these subordination provisions) be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary the Guarantee in any Payments shall be paid or delivered directly to the holders of such Guarantor ProceedingSecured Indebtedness (or their representative or trustee) in accordance with the priorities then existing among such holders until all Guarantor Secured Indebtedness shall have been paid in full in cash before any payment or distribution is made to the Holders. In the event that, that notwithstanding the foregoing subordination provisions of this Sectionset forth herein, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of any kind or character is made at a time when the respective payment is not permitted to be made as a result of the subordination provisions described above and before all Guarantor Secured Indebtedness is paid in full in cash, the Guarantee Trustee or the Holders receiving such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary will be required to pay all Senior Debt of over such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleSecured Indebtedness. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person or the liquidation liquida tion or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 of the Indenture shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person which acquires by conveyance or transfer sale such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the conditions set forth in Article Eight8.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all of such Guarantor's Obligations due upon all Guarantor Senior Debt of such Guarantor shall not first be deemed paid in full in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of Guarantor Senior Debt of such Guarantor, before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor 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 character is made on account of any other corporation provided Obligations on such Guarantor's Guarantees, or for the acquisition of any of the Notes by such plan Guarantor, for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of reorganization assets of such Guarantor of any kind or readjustment character, whether in cash, property or securities, to which stock the Holders of the Notes or securities are subordinated the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such Guarantor or by any receiver, trustee in right bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of payment to all then outstanding Guarantor Senior Debt of such Subsidiary Guarantor (pro rata to substantially such holders on the same extent basis of the respective amounts of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt of such Guarantor may have been issued, as their respective interests may appear, for application to the Subsidiary Guarantees are so subordinated payment of Guarantor Senior Debt of such Guarantor remaining unpaid until all Obligations on Guarantor Senior Debt of such Guarantor then due have been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Debt of such Guarantor. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 13.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, or to the trustee or trustees under any in- denture pursuant to which any of such Guarantor Senior Debt of such Guarantor may have been issued, as provided their respective interests may appear, for application to the payment of Guarantor Senior Debt of such Guarantor then due remaining unpaid until all such Guarantor Senior Debt of such Guarantor has been paid in this Article. full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt of such Guarantor. (c) The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary any Guarantor with or into, another Person corporation or the liquidation or dissolution of such Subsidiary any Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof and as long as permitted under the terms of the Guarantor Senior Debt of such Guarantor shall not be deemed a Guarantor Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply assume such Guarantor's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a ““ Guarantor ProceedingProceeding ”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a ““ Guarantor Junior Subordinated PaymentPayment ”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a ““ Guarantee PaymentPayment ”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding Guarantor's assets in connection therewithwith any dissolution, relative to any Subsidiary Guarantor winding up, liquidation or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up reorganization of any Subsidiary the Guarantor, whether voluntary or involuntary and whether or not involving involuntary, in bankruptcy, insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above receivership proceedings (each such event, if any, herein sometimes referred to as a “"Proceeding"), or upon an assignment for the benefit of creditors or otherwise: (i) all Guarantor Secured Indebtedness (including without limitation all interest accruing on or after the filing of any petition in bankruptcy relating to the Guarantor at the relevant contractual rate, whether or not such claim for post-petition interest is allowed in such Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall must be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payments or distributions of any kind or character on account of any Guarantee Payments pursuant to this Guarantee Agreement, and (ii) any payment or distribution of the Guarantor's assets of any kind or character, whether in cash, property securities or securities other property, which would otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, but for application to the payment thereof, any Guarantee Payment which may these subordination provisions) be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary the Guarantee in any Payments shall be paid or delivered directly to the holders of such Guarantor ProceedingSecured Indebtedness (or their representative or trustee) in accordance with the priorities then existing among such holders until all Guarantor Secured Indebtedness shall have been paid in full in cash before any payment or distribution is made to the Holders. In the event that, that notwithstanding the foregoing subordination provisions of this Sectionset forth herein, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of any kind or character is made at a time when the respective payment is not permitted to be made as a result of the subordination provisions described above and before all Guarantor Secured Indebtedness is paid in full in cash, the Holders receiving such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary will be required to pay all Senior Debt of over such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleSecured Indebtedness. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person or the liquidation liquida tion or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 of the Indenture shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person which acquires by conveyance or transfer sale such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the conditions set forth in Article Eight8.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “"Guarantee Payment”"), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s 's Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 71 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to any a Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above property (each such event, if any, herein sometimes referred to as a “"Subsidiary Guarantor Proceeding”) "), the holders of Senior Debt Indebtedness of the Company and such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest, if any (including Additional Sums and Additional Amounts, if any), on or in respect of all such Senior Debt of such Subsidiary GuarantorIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of the Company and such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Indebtedness of the Company or such Subsidiary Guarantor (including the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Subsidiary Guarantor Junior Senior Subordinated Payment”"), on account of principal of (or premium, if any) or interest (including Additional Sums and Additional Amounts, if any) on the Subsidiary Guarantee Securities or on account of such Subsidiary Guarantor (all such payments, the purchase or other than acquisition of Securities by the payment Company or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”)any Subsidiary, and to that end the holders of Senior Debt Indebtedness of the Company and such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment payment or distribution of any kind or character, whether in cash, property or securities, including any Subsidiary Guarantor Senior Subordinated Payment, which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee the Securities in any such Subsidiary Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment payment or distribution of assets of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, including any Subsidiary Guarantor Senior Subordinated Payment, before all Senior Debt Indebtedness of the Company and such Subsidiary Guarantor is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt of such Subsidiary GuarantorIndebtedness, and if such fact shall, at or prior to the time of such Guarantee Paymentpayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company or such Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of the Company and such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness of the Company and such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of the Company and such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshalling of assets of any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to any Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon ail Guarantor Senior Debt shall not first be deemed paid in full in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of the Guarantor Senior Debt, before any payment or distribution of stock any kind or securities character is made on account of any Obligations of a Subsidiary Guarantor provided on the Guarantees, or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment, or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Guarantees or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by a plan the Guarantors or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of reorganization the Guarantees or readjustment authorized by an order the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or decree their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Debt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of a court Guarantor, as proceeds of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law security or enforcement of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment setoff or otherwise) is declared to all then outstanding Senior Debt of such Subsidiary Guarantor be fraudulent or preferential, set aside or required to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided be paid to a receiver, trustee in this Article. The consolidation of a Subsidiary Guarantor withbankruptcy, or the merger of a Subsidiary Guarantor intoliquidating trustee, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance agent or other disposition of all or substantially all of its assets to another similar Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.under

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. ------------------------------------------------- In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshalling of assets and or liabilities of any Subsidiary Guarantor, then and in any such event specified in (a)all and each of the foregoing, a "GUARANTOR BANKRUPTCY PROCEEDING"): (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”1) the holders of all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all such Guarantor Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, before the Holders of the Securities Notes are entitled to receive or retain, pursuant to the Guarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities (including securities, by set-off or otherwise, to which the Holders would be entitled but for the subordination provisions of this Article Ten shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor ProceedingSenior Indebtedness. In the event that, notwithstanding the foregoing provisions of this SectionSection 10.07, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Guarantee Payment before all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holdercash, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor Senior Indebtedness in fullfull in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleIndebtedness. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance conveyance, transfer or other disposition of all or substantially all lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Five hereof 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 Proceeding for the purposes of this Section Article Ten if the Person formed by such consolidation or into which the surviving entity of such Subsidiary Guarantor is merged merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or other dispositionlease, comply with the conditions set forth in such Article EightFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshalling marshaling of assets and or liabilities of any Subsidiary Guarantor, then and in any such event specified in event: (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”1) the holders of all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive indefeasible payment in full in cash of all amounts due or to become due on or in respect of all such Guarantor Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, Indebtedness before the Holders of the Securities are entitled to receive receive, pursuant to the Guarantee of such Guarantor, any payment or distribution of any kind or character (other than payment or distribution from the trust described in Section 9.01 or Section 9.04) by such Guarantor on account of any of the Obligations of such Guarantor under its Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities (including securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination provisions of this Article 11 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 11.02, the Trustee or the any Holder of any Security shall have received any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, Property or securities, including, without limitation, by way of set-off or otherwise, in respect of any of the Obligations of any Guarantor pursuant to its Guarantee Payment before all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor is indefeasibly paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holderfull, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor Senior Indebtedness in fullfull in cash or, as acceptable to the holders of such Guarantor Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor 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 Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleIndebtedness. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance conveyance, transfer or other disposition of all or substantially all lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 hereof 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 Proceeding for the purposes of this Section Article 11 if the Person formed by such consolidation or into which the surviving entity of such Subsidiary Guarantor is merged merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or other dispositionlease, comply with the conditions set forth in such Article Eight5 hereof.