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

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company 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 such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”), then and in any such event, the Agent shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Company is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such Company the Corporation or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Companythe Corporation, 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 such the Company (a Company distributing assets as set forth each such event, if any, herein being sometimes referred to in such capacity as a “Distributing Company”"Proceeding"), then and in any such event, event the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Debt, or provision shall be made for such payment in cash or cash equivalents, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities or on account of the purchase or other acquisition of Securities, and to that end, end the Agent holders of Senior Debt shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security (or any Person on its behalf) shall have received any payment or distribution of assets from of the Distributing Company Corporation of any kind or character, whether in cash, property or securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Corporation for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "cash property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment, in each case, which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Corporation with, or the merger of the Corporation into, another Person or the liquidation or dissolution of the Corporation following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Corporation for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Corporation is merged or the Person which acquires by conveyance, transfer or lease such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance lease, comply with the terms of the Credit Agreementconditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, arrangement, liquidation, reorganization reorganization, dissolution or other winding up or other similar case or proceeding in connection therewith, whether or not involving insolvency or bankruptcy, relative to any such the Company or to its creditors, as such, or to its the Company's assets, whether voluntary or involuntary or (b) any liquidation, dissolution or other winding up of any such Company, 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 such the Company (a except in connection with the merger or consolidation of the Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”or its liquidation or dissolution following the transfer of all or substantially all of its assets, upon the terms and conditions permitted by Section 5.01), then and in any such event, the Agent shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible payment in full of all amounts due or to become due : (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable2) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Company is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, including without limitation, by set-off or otherwise to which the holders or the Trustee would be entitled but for the 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 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 Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Section 10.02, the Trustee or the holder of any Note shall have received any payment or distribution of assets of the Company of any kind, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of the Notes before all Senior Indebtedness of the Company is paid and satisfied in full in cash, then and in such event such payment or distribution shall will be held by the recipient in trust for the benefit of holders of Senior Indebtedness and will be immediately paid over or delivered to the Agent holders of Senior Indebtedness or their representative or representatives to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another Person upon the Banks as their respective interests may appearterms and conditions set forth in Article 5 hereof shall not be deemed a dissolution, shall be segregated from other funds winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and property held liabilities of the Company for the purposes of this Article 10 if the Person formed by such Companyconsolidation or the surviving entity of such merger or the Person which acquires by conveyance, transfer or lease such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance lease, comply with the terms of the Credit Agreementconditions set forth in such Article 5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any the Company 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive (1) payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in money or money's worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment (other than Permitted Junior Securities) on account of the principal Principal Amount, Issue Price, Accrued Original Issue Discount, Redemption Price, cash in respect of the Purchase Price, Trigger Event Purchase Price, contingent interest, if any, or interest on such Intercompany Indebtednessinterest, if any, in respect of the Securities, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, (2) any payment or distribution of any kind or character, whether in cash, property or securitiessecurities (other than Permitted Junior Securities), which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, until, in each case, such Senior Indebtedness is paid in full or payment thereof is duly provided for. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securitiessecurities (other than Permitted Junior Securities), including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, Custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent Company for the purposes of this Section if the person formed by such consolidation or into which the Company is merged or the person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the Banks as their respective interests case may appearbe, shall be segregated from other funds and property held by as part of such Companyconsolidation, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article 5.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company (a) in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, assignment for the benefit of creditors or other similar case or proceeding in connection therewith, relative to any such Company or to its creditors, as such, or to its assets, or (b) after the occurrence and during the continuance of an Event of Default or Potential Default under the Credit Agreement or any liquidation, dissolution or other winding up of any such Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) in the event of any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”"DISTRIBUTING COMPANY"), then and in any such event, event the Agent Lender shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, receive indefeasible payment in full of all amounts due or to become due (whether at the time of such event and which are incurred by the Lender thereafter which are payable by the Borrower under the Credit Agreement(whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness Subordinated Debt owed by the Distributing Company is entitled to receive any payment on account of the principal of or interest on such Intercompany IndebtednessSubordinated Debt, and to that end, end the Agent Lender shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness Subordinated Debt owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up or event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, : (1) the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full in cash or cash equivalents of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in cash or cash equivalents, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received Securities; and (2) any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article Eleven, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities (except, so long as the effect of this parenthetical clause is not to cause the Securities to be treated in any case or proceeding or similar event described in Subsection (a), (b) or (c) of this Section 1102 as part of the same class of claims as the Senior Indebtedness or any class of claims on a parity with or senior to the Senior Indebtedness, for any such payment or distribution of securities which (i) are unsecured, (ii) have an average life and final maturity no shorter than the average life and final maturity of the Securities and (iii) are subordinated, to at least the same extent as the Securities, to the payment of all Senior Indebtedness then outstanding), shall be paid by the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee 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 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 principal of, and premium, if any, and interest on, and other amounts due on or in connection with, the Senior Indebtedness to the extent necessary to make payment in full in cash or cash equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such 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 such payment or distribution of assets of the Company 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 indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held 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 for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or cash equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another corporation, partnership or trust or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another corporation, partnership or trust 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 marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appearpurposes of this Section if the corporation, shall be segregated from other funds and property held partnership or trust formed by such Companyconsolidation or into which the Company is merged or the corporation, partnership or trust which acquires by conveyance, transfer or lease such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance lease, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article XII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 12.02 if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Debt, or provision shall be made for such payment in cash, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Debt shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution 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 indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company 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 indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment 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 Security received for purposes of this Section. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of the Agent creditors or marshalling of assets and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment liability of the Senior Debt in accordance with the terms of the Credit Agreement.Company for the

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”), then and in any such event, : (1) the Agent holders of all Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full in cash of all amounts obligations due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all such Senior Debt before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Notes are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect character on account of the Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received Notes; and (2) any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to 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 Senior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt held or represented by each, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt; and (3) in the event that, notwithstanding the foregoing provisions of this Section 14.2, the Trustee or the Holder of any Note shall have received any payment or distribution of properties or assets of the Company of any kind or character, whether in cash, property or securities, by set off or otherwise in respect of the Notes before all Senior Debt is paid or provided for in full in cash, then and in such event such 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 for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full in cash, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. Any such payment or distribution of the assets received by the Trustee, which is required to be paid over to the Senior Representative, will be held in trust by the Trustee for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment holders of the Senior Debt Debt. The consolidation of the Company with, or the merger of the Company with or into, another person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another person upon the terms and conditions set forth in accordance Article Five hereof shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Article if the person formed by such consolidation or the surviving entity of such merger or the person which acquires by conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the terms of the Credit Agreementconditions set forth in such Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), 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 “Proceeding”) the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive or retain payment in full in cash or Cash Equivalents of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Notes are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, on account of principal of (or premium, if any) or interest or any Special Interest on or other obligations in respect of the Notes (including any interest accruing on or after the filing of any Proceeding relating to the Company, whether or not allowed in such Proceeding) or on account of any purchase or other acquisition of Notes by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a “Notes Payment”), and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any Notes Payment which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Notes in any such case, proceeding, dissolution, liquidation or other winding up eventProceeding. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 13.2, a Company which is owed Intercompany Indebtedness by a Distributing Company the Holder of any Note shall have received any Notes Payment before all Senior Indebtedness of the Company is paid in full in cash or Cash Equivalents, then and in such event such Notes Payment shall be paid over or delivered forthwith to the trustee in bankruptcy or other person making payment or distribution of assets from of the Distributing Company for the application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay the Senior Indebtedness in full in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Section 13 only, the words “any payment or distribution of any kind or character, whether in cash, property or securities, then and in such event such ” shall not be deemed to include a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Section 13. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or 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 Section 8.11 shall not be held in trust deemed a Proceeding for the benefit purposes of this Section 13.2 if the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, complies with the terms of the Credit Agreementconditions set forth in Section 8.11.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any ----------------------------------------------- distribution of assets of any Company 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 such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “"Distributing Company”"), then and in any such event, event the Collateral Agent shall be entitled to receive, for the benefit of the Agent Agent, the Banks and the Banks Noteholders as their respective interests may appear, indefeasible payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Senior Loan Documents or the Note Purchase Agreements or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Company is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Collateral Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Agent Agent, the Banks and the Banks Noteholders as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit AgreementAgreement and the Note Purchase Agreements. The provisions of this Section shall not apply with respect to transactions permitted under Section 8.2(j)(i) or (ii) of the Credit Agreement or Section 10.6(a) of the Note Purchase Agreements.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of any payment by, or distribution of the assets of, the Company in connection with (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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder of any Intercompany Indebtedness owed by the Distributing Company Holder is entitled to receive any payment on account of the principal of (or premium, if any), or interest on such Intercompany Indebtednessor any other amount payable under this Security, and to that end, the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of such Senior Indebtedness, ratably according to the aggregate amounts remaining unpaid on account of such Senior DebtIndebtedness held by them after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness, any payment or distribution of any kind or character, whether in cash, property or securities, which that may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company this Security in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 9.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Holder shall have received any payment or distribution of assets from of ---- the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been actually given to the Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to holders of such Senior Indebtedness remaining unpaid or their representatives, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held by them, for application to the payment thereof to the extent necessary to pay all Senior Indebtedness in trust full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness. For purposes of this Article 9 only, the words "cash, property or - securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that in either case are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to substantially the same extent as, or to a greater extent than, this Security is so subordinated as provided in this Article 9. The consolidation of the Company with, or the merger of the Company - into, another Person or the liquidation or dissolution of the Company following the sale, lease, conveyance, transfer or other disposition of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 4 shall not be deemed a dissolution, winding-up, - liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 9.02 if the Person formed by such Companyconsolidation or into which the ---- Company is merged or that acquires by sale, lease, conveyance, transfer or other disposition such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, sale, lease, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance other disposition, comply with the terms of the Credit Agreement.conditions set forth in Article 4. -

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding") the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Debt, 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, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, on account of principal of (or premium, if any) or interest on or other obligations in respect of the Securities or on account of any purchase or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a "Securities Payment"), and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any Securities Payment which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up eventProceeding. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 1302, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any Securities Payment prohibited by the foregoing provisions of this Section 1302 before all Senior Debt 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 if such fact shall, at or prior to the time of such Securities Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such 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 from of the Distributing Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article Thirteen only, the words "any payment or distribution of any kind or character, whether in cash, property or securities, then and in such event such " shall not be deemed to include a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other entity 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 to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or 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 held in trust deemed a Proceeding for the benefit purposes of this Section if the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other dissolution, winding up or reorganization of any such Company, the Company (whether voluntary or involuntary and whether or not involving in insolvency or bankruptcyreceivership proceedings, or (c) any upon an assignment for the benefit of creditors or any other marshalling of assets and or liabilities of any such the Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”), then and in any or otherwise)(each such event, if any, herein sometimes referred to as a "Proceeding"), the Agent shall be entitled to receiveCompany and each Holder of a Security, for the benefit of the Agent by his acceptance thereof, covenant and the Banks as their respective interests may appear, indefeasible payment in full of all amounts due or to become due agree that: (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable1) on or in respect of any and all Senior Debt shall first be paid in full, before the holder of any Intercompany Indebtedness owed by the Distributing Company is entitled to receive any payment on account of or distribution is made upon the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, Securities; (2) any payment or distribution of assets of the Company or from the estate created by the commencement of any kind or charactersuch Proceeding, whether in cash, property or securities, to which the Holders of the Securities would be entitled but for the provisions of this Article (including any payment or distribution which may be payable or deliverable to Holders of the Securities made -68- 76 in respect of any other indebtedness of the Intercompany Indebtedness owed Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a "Junior Subordinated Payment") shall be paid or delivered by the Distributing Company or any receiver, trustee in any such casebankruptcy, proceedingliquidating trustee, dissolution, liquidation agent or other winding up event. IfPerson making such payment or distribution, notwithstanding directly to the foregoing provisions holders of this SectionSenior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, a Company which as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt, before any payment or distribution is owed Intercompany Indebtedness by a Distributing Company shall have received made to the Holders of the Securities; and (3) in the event that any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and securities shall be received by the Holder of any Security in such event contravention of subsection (1) or (2) of this Section 13.2 (including any Junior Subordinated Payment) before all Senior Debt is paid in full such payment or distribution shall be held in trust for the benefit of and paid over to the Agent and holders of such Senior Debt or their representative or representatives or to the Banks trustee or trustees under any indenture under which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of Senior Debt. The Company shall give prompt written notice to the Holders of the Securities of any dissolution, winding-up, liquidation or reorganization of the Company or any assignment for the benefit of creditors. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance or lease of all of its properties to another corporation shall not be segregated from deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other funds corporation shall, as a part of such consolidation, merger, sale, conveyance or lease, expressly assume the due and property held by such Companypunctual payment of the principal of and interest on the Securities, according to their tenor, and shall be forthwith paid over to the Agent in due and punctual performance of every covenant of the same form as so received (with any necessary endorsement) Securities and this Indenture on the part of the Company to be applied (in the case of cash) to performed or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreementobserved.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company Until all Senior Secured Debt shall have been paid in full, exchanged for Notes or otherwise retired, in the event of of: (a) the occurrence of an Event of Default (as such term is defined in the Senior Secured Debt) and continuance thereof beyond any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding grace period provided in connection therewith, relative to any such Company or to its creditors, as such, or to its assets, or the Senior Secured Debt; (b) any liquidation, dissolution or other winding up acceleration of the maturity of any such other Indebtedness of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or or (c) any assignment for the benefit of creditors or any marshalling of assets and liabilities institution of any such liquidation, dissolution, bankruptcy, insolvency or similar proceeding relating to the Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”), then and in any such eventor its property, the Agent Holders of the Notes shall not be entitled to receivereceive and, by execution and delivery of this Indenture the Holders of the Notes agree not to accept, any payment of principal or interest until all amounts owing in respect of the Senior Secured Debt shall have been paid in full; and from and after the happening of any event described in clause (c) of this Section 10.02, all payments and distributions of any kind or character (whether in cash, securities or property) which, except for the provisions hereof, would have been payable or distributable to or for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms holders of the Loan Documents or Notes, shall be made to and for the benefit of the Holders of the Senior Secured Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Company is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent (who shall be entitled to receive, for application to make all necessary claims therefor) in accordance with the priorities of payment of set forth herein until all Senior Secured Debt shall have been paid in full. In the Senior Debt, event that any payment or distribution of any kind or character, whether is made with respect to the Notes in cash, property or securities, which may be payable or deliverable in respect violation of the Intercompany Indebtedness owed by the Distributing Company in terms hereof, any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event Holder receiving such payment or distribution shall be held (and, by acceptance of the Notes, agrees to) hold it in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Companyof, and shall be forthwith paid over to remit it to, the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment holders of the Senior Secured Debt in accordance with the terms priorities of payment set forth herein and in the Credit Security Agreement.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution dissolution, winding up, or other winding up reorganization of any such Company, the Company (whether voluntary or involuntary and whether or not involving in insolvency or bankruptcyreceivership proceedings, or (c) any upon an assignment for the benefit of creditors or any other marshalling of assets or liabilities of the Company or otherwise) (each such event, if any, herein sometimes referred to as a "Proceeding"), the Company and liabilities each Holder of a Security, by his acceptance thereof, covenant and agree that: (1) all Senior Debt shall first be paid in full, before any payment or distribution is made upon the principal of or interest on the Securities; (2) any payment or distribution of assets of the Company or from the estate created by the commencement of any such Proceeding, whether in cash, property, or securities, to which the Holders of Securities would be entitled but for the provisions of this Article (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any indebtedness of the Company (a Company distributing assets as set forth herein subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to in such capacity as a “Distributing Company”), then and in any such event, the Agent "Junior Subordinated Payment") shall be entitled paid or delivered by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent, or other Person making such payment or distribution, directly to receivethe holders of Senior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible payment to the extent necessary to pay in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt before the holder of remaining unpaid, after giving effect to any Intercompany Indebtedness owed by the Distributing Company is entitled to receive any concurrent payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application distribution to the payment holders of the such Senior Debt, before any payment or distribution is made to the Holders of the Securities; and (3) in the event that any payment or distribution of any kind or character, whether in cash, property property, or securities, which may securities shall be payable or deliverable in respect of the Intercompany Indebtedness owed received by the Distributing Company Holder of any Security in any such case, proceeding, dissolution, liquidation contravention of subsection (1) or other winding up event. If, notwithstanding the foregoing provisions (2) of this Section, a Company which Section 14.2 (including any Junior Subordinated Payment) before all Senior Debt is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether paid in cash, property or securities, then and in such event full such payment or distribution shall be held in trust for the benefit of and paid over to the Agent and holders of such Senior Debt or their representative or representatives or to the Banks trustee or trustees under any indenture under which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of Senior Debt. The Company shall give prompt written notice to the Holders of the Securities of any dissolution, winding-up, liquidation, or reorganization of the Company or any assignment for the benefit of creditors. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance, or lease of all of its properties to another corporation shall not be segregated from deemed a dissolution, winding-up, liquidation, or reorganization for the purposes of this Section if such other funds corporation shall, as a part of such consolidation, merger, sale, conveyance, or lease, expressly assume the due and property held by such Companypunctual payment of the principal of and interest on the Securities, according to their tenor, and shall be forthwith paid over to the Agent in due and punctual performance of every covenant of the same form as so received (with any necessary endorsement) Securities and this Indenture on the part of the Company to be applied (in the case of cash) to performed or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreementobserved.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of or premium, if any (including the Make-Whole Payment, if any), or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so 70 64 subordinated as provided in this Article XII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 12.02 if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt (including any interest accruing thereon after the commencement of any such case or proceeding), 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, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Debt shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution 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 indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolutionliquidation, liquidation dissolution or other winding up event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company 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 indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment 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 Security receives for purposes of this Section. For purposes of this Article only, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation or other entity provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, or the conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to, another Person upon the terms and conditions set forth in Article Eight, or the liquidation or dissolution of the Company following any such conveyance or transfer, shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease of such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any ---------------------------------------------- distribution of assets of any Company (a) in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, assignment for the benefit of creditors or other similar case or proceeding in connection therewith, relative to any such Company or to its creditors, as such, or to its assets, or (b) after the occurrence and during the continuance of an Event of Default or Potential Default under the Credit Agreement or any liquidation, dissolution or other winding up of any such Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) in the event of any assignment for the benefit of creditors or any marshalling marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “"Distributing Company”"), then and in any such event, event the Agent Banks shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, receive indefeasible payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness Subordinated Debt owed by the Distributing Company is entitled to receive any payment on account of the principal of or interest on such Intercompany IndebtednessSubordinated Debt, and to that end, end the Agent Banks shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness Subordinated Debt owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up or event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency solvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in money or money's worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Notes are entitled to receive any payment on account of the principal of or premium, if any, or interest on such Intercompany Indebtednessthe Notes, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by 2004 Notes or the Distributing Company 2007 Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or Holder of any 2004 Note or 2007 Note shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered by the Trustee or the Holder, as the case may be, forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full in cash or other payment satisfactory to the holders of Senior Debt (in their sole discretion) of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Notes are entitled to receive any payment on account of the principal Principal of or interest on such Intercompany Indebtednessthe Notes or on account of the purchase, redemption or other retirement of Notes (including any Change of Control Payment), and to that end, end the Agent holders of Senior Debt shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Notes in any such case, proceeding, receivership, dissolution, liquidation liquidation, reorganization or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 11.2, a Company which is owed Intercompany Indebtedness by a Distributing Company the Holder of any Note shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property securities or securitiesother property, before all Senior Debt is paid in full, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article Eleven only, the words "cash, securities or other property" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which shares of stock are subordinated in right of payment to all then outstanding Senior Debt at least to the same extent as the Notes are so subordinated as provided in this Article Eleven. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Section 10.1 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 11.2 if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Section 10.1.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets of any the Company 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 such Company or to its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other dissolution, winding up of any such Companyup, 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 marshalling bankruptcy, insolvency, debt restructuring or similar proceeding in connection with any insolvency or bankruptcy proceeding of assets and liabilities of any such the Company (a Company distributing assets as set forth each such event, if any, herein being sometimes referred to in such capacity as a “Distributing Company”"Proceeding"), then and in any such event, the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due principal of (and premium, if any) and interest (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt), if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to become due (whether or not an Event the holders of Default has occurred under Senior Debt, before the terms Holders of the Loan Documents Debentures are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or Debentures (including any payment or distribution which may be payable or deliverable by reason of the Senior payment of any other Debt of the Company (including the Debentures) subordinated to the payment of the Debentures, but not including any payments that are made from funds on deposit pursuant to Section 4.1(a)(ii)(B) or funds on deposit for the redemption of Debentures for which notice of Redemption has been declared due given and payable prior the applicable Redemption Date has passed, such payment or distribution being hereinafter referred to the date on which it would otherwise have become due and payable) on or as a "Junior Subordinated Payment"), in respect of principal of (or premium, if any) or interest (including any and all Senior Debt before Additional Interest, if any) on the holder of any Intercompany Indebtedness owed by the Distributing Company is entitled to receive any payment Debentures or on account of the principal purchase or other acquisition of Debentures by the Company or interest on such Intercompany Indebtedness, any Subsidiary and to that end, end the Agent holders of Senior Debt shall be entitled to receive, for application to the payment thereof any payment or distribution of any kind of character, whether in cash, property -65- 73 or Debentures, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Debentures in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or Debentures, including any Junior Subordinated Payment, before all Senior Debt 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 Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such 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 for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For the purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities, which may " shall not be payable or deliverable in respect deemed to include shares of stock of the Intercompany Indebtedness owed Company, as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the Distributing same extent as the Debentures are so subordinated as provided in this Article. The consolidation of the Company in any such casewith, proceedingor the merger of the Company into, dissolution, another Person or the liquidation or other winding up event. If, notwithstanding dissolution of the foregoing provisions Company following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the 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 8 shall not be deemed a Proceeding for the purposes of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from if the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance sale comply with the terms of the Credit Agreementconditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and or liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then then, and in any such event, : (i) the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full in cash, or payment provided for in cash equivalents in a manner satisfactory to the holders of the Senior Indebtedness, of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in cash or cash equivalents, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect character (excluding securities of the Intercompany Indebtedness owed by Company or any other corporation that are equity securities or are subordinated in right of payment to all Senior Indebtedness, that may at the Distributing Company time be outstanding, to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 10; such securities are hereinafter collectively referred to as "Permitted Junior Securities") on account of the principal, premium (if any), Equity Offering Redemption Price, Redemption Price, Change of Control Offer Price, Net Proceeds Offer Price or interest (if any), or any such caseother payment required hereunder, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding in connection with the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received Securities; and (ii) any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securitiessecurities (excluding Permitted Junior Securities), then and in such event by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 10 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution shall be held distribution, whether a trustee in trust for the benefit of the Agent and the Banks as their respective interests may appearbankruptcy, shall be segregated from other funds and property held by such Companya receiver or liquidating trustee or otherwise, and shall be forthwith paid over directly to the Agent in holders of Senior Indebtedness or their representative or representatives or to the same form as so received (with trustee or trustees under any necessary endorsement) indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment aggregate amount remaining unpaid on account of the Senior Debt Indebtedness held or represented by each, to the extent necessary to make payment in accordance with full in cash equivalents or cash, of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the terms holders of such Senior Indebtedness; and (iii) if, notwithstanding the Credit Agreement.foregoing provisions of this Section 10.02, the Trustee or the Holder of any Security shall have received, subsequent to the occurrence of

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company 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 such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, : (1) the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent receive payment and the Banks as their respective interests may appear, indefeasible payment satisfaction in full in cash or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Notes are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, retain any payment or distribution of any kind or charactercharacter on account of principal of, whether in cashpremium, property if any, or securities, which may be payable or deliverable in respect of interest on the Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received Notes; and (2) any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the 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 Senior Indebtedness or their representative or representatives or to the trustee or trustees 103 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 Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all Senior Indebtedness remaining unpaid, after giving effect to any con current payment or distribution, or provision therefor, to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of principal of, premium, if any, and interest on the Notes before all Senior Indebtedness is paid and satisfied in full in cash or such payment and satisfaction thereof in cash is provided for, then and in such event such payment or distribution upon written notice to the Trustee or the Holder of such Note, as the case may be, shall be held by the Trustee or the Holder of such Note, as the case may be, in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by holders of such Company, Senior Indebtedness and shall be forthwith immediately paid over or delivered forthwith to the Agent liquidating trustee or agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash or, as acceptable to the same form holders of Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the transfer of all its assets (as so received (with any necessary endorsementan entirety or substantially as an entirety) to another Person upon the terms 104 and conditions set forth in Article 5 hereof shall not be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) deemed a dissolution, winding-up, liquidation, reorganization, assignment for the payment benefit of creditors or prepayment marshaling of assets and liabilities of the Senior Debt in accordance Company for the purposes of this Article 11 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by transfer such assets (as an entirety or substantially as an entirety) shall, as a part of such consolidation, merger or transfer, comply with the terms of the Credit Agreement.conditions set forth in such Article 5 hereof. 105

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of any payment by, or distribution of the assets of, the Company in connection with (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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any), or interest on or any other amount payable under the Securities, ratably according to the aggregate amounts remaining unpaid on account of such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receiveSenior Indebtedness held by them, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which that may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event, after giving effect to any concurrent payment or distribution, or provision therefore, to the holders of such Senior Indebtedness. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 13.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of Securities shall have received any payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to holders of such Senior Indebtedness remaining unpaid or their representatives to the extent necessary to pay all Senior Indebtedness in trust full, after giving effect to any concurrent payment or distribution, or provision therefore, to the holders of such Senior Indebtedness. For purposes of this Article 13 only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that in either case are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 13. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 7 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 13.02 if the Person formed by such Companyconsolidation or into which the Company is merged or that acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article 7.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company 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 such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, : (1) the Agent holders of Senior Indebtedness of the Company shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, receive indefeasible payment in full in cash of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness (including interest after the commencement of any such proceeding at the rate specified on the applicable Senior Indebtedness whether or not such interest constitutes an allowed claim in such proceeding) before the holder of any Intercompany Indebtedness owed by the Distributing Company is Holders are entitled to receive any payment or distribution of any kind or character (other than a payment or distribution from the trust described in Section 9.01 or Section 9.04) on account of any obligations on the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property Property or securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article 12 (other than a payment or distribution from the trust described in Section 9.01 or Section 9.04) 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 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 be payable or deliverable in respect have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Intercompany Senior Indebtedness owed held or represented by each, to the Distributing Company extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such case, proceeding, dissolution, liquidation or other winding up event. IfSenior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or any Holder shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of the principal of, premium, if any, and interest on the Notes before all Senior Indebtedness is indefeasibly paid in full, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash or, as acceptable to the holders of such Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution, to or for the holders of such Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 -91- hereof shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Article 12 if the Person formed by such Companyconsolidation or the surviving entity of such merger or the Person which acquires by conveyance, transfer or lease such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance lease, comply with the terms of the Credit Agreementconditions set forth in such Article 5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in money or money's worth, before the holder Holders of the Securities of any Intercompany Indebtedness owed by the Distributing Company is series are entitled to receive any payment on account of the principal of (or premium, if any) or interest on the Securities of such Intercompany Indebtednessseries, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities of any series in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the holder of any Security of any series shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by sale, conveyance, transfer or lease such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, sale, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance lease, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets of any the Company 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 such Company or to its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other dissolution, winding up of any such Companyup, 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 marshalling bankruptcy, insolvency, debt restructuring or similar proceeding in connection with any insolvency or bankruptcy proceeding of assets and liabilities of any such the Company (a Company distributing assets as set forth each such event, if any, herein being sometimes referred to in such capacity as a “Distributing Company”"PROCEEDING"), then and in any such event, the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due principal of (and premium, if any) and interest (including interest after the commencement of any such Proceeding at the rate specified in the applicable Senior Debt), if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to become due (whether or not an Event the holders of Default has occurred under Senior Debt, before the terms Holders of the Loan Documents Series A Debentures 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 Senior payment of any other Debt of the Company (including the Series A Debentures) subordinated to the payment of the Series A Debentures, but not including any payments that are made from funds on deposit pursuant to Section 4.1(a)(ii)(B) of the Indenture or funds on deposit for the redemption of Series A Debentures for which notice of redemption has been declared due given and payable prior the applicable Redemption Date has passed, such payment or distribution being hereinafter referred to the date on which it would otherwise have become due and payable) on or as a "JUNIOR SUBORDINATED PAYMENT"), in respect of principal of (or premium, if any) or interest (including any and all Senior Debt before Additional Interest, if any) on the holder of any Intercompany Indebtedness owed by the Distributing Company is entitled to receive any payment Series A Debentures or on account of the principal purchase or other acquisition of Series A Debentures by the Company or interest on such Intercompany Indebtedness, any Subsidiary and to that end, end the Agent holders of Senior Debt shall be entitled to receive, for application to the payment thereof any payment or distribution of any kind of character, whether in cash, property or Series A Debentures, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Series A Debentures in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Series A Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt 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 Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such 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 for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For the purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities, which may " shall not be payable or deliverable in respect deemed to include shares of stock of the Intercompany Indebtedness owed Company, as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the Distributing same extent as the Series A Debentures are so subordinated as provided in this Article. The consolidation of the Company in any such casewith, proceedingor the merger of the Company into, dissolution, another Person or the liquidation or other winding up event. If, notwithstanding dissolution of the foregoing provisions Company following the 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 8 of the Indenture shall not be deemed a Proceeding for the purposes of this Section, if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment part of such consolidation, merger, or distribution of assets from sale comply with the Distributing Company of any kind or character, whether conditions set forth in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit Article 8 of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit AgreementIndenture.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, debt restructuring or other similar case or proceeding in connection therewith, relative to any such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in money or money's worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of or any premium or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the benefit holders of Senior Indebtedness. For purposes of this Article only, the Agent and the Banks as their respective interests may appearwords "cash, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in accordance with this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms of the Credit Agreement.and

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust for the benefit bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over Company for application to the Agent in payment of all Senior Indebtedness remaining unpaid, to the same form as so received (with any extent necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.pay all Senior

Payment Over of Proceeds Upon Dissolution, Etc. Upon ----------------------------------------------- any distribution of the Company's assets of any Company 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 therewithwith any dissolution, relative to any such Company 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 such the Company, whether voluntary or involuntary and whether or not involving involuntary, in bankruptcy, insolvency or bankruptcyreceivership proceedings (each such event, if any, herein sometimes referred to as a "Proceeding"), or (c) any upon an assignment for the benefit of creditors or any marshalling of assets and liabilities otherwise: (i) all Senior Debt (including without limitation all interest accruing on or after the filing of any such petition in bankruptcy relating to the Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”)at the relevant contractual rate, then and in any such event, the Agent shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under such claim for post-petition interest is allowed in such proceeding) must be paid in full in cash before the terms Holders of the Loan Documents Debentures are entitled to any payments or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect distributions of any and all Senior Debt before kind or character (including any payment or distribution which may be payable or deliverable by reason of the holder payment of any Intercompany Indebtedness owed by the Distributing Company is entitled to receive any payment on account other Debt of the principal of or interest on such Intercompany Indebtedness, and to that end, Company (including the Agent shall be entitled to receive, for application Debentures) subordinated to the payment of the Senior DebtDebentures), and (ii) any payment or distribution of the Company's assets of any kind or character, whether in cash, property securities or securitiesother property, which may would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Intercompany Indebtedness owed by Debentures shall be paid or delivered directly to the Distributing Company holders of such Senior Debt (or their representative or trustee) in accordance with the priorities then existing among such holders until all Senior Debt shall have been paid in full in cash before any such case, proceeding, dissolution, liquidation payment or other winding up eventdistribution is made to the Holders of the Debentures. If, In the event that notwithstanding the foregoing subordination provisions of this Sectionset forth herein, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from of any kind or character is made on the Distributing Company Debentures 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 Senior Debt is paid in full in cash, the Trustee or the Holders of the Debentures receiving such payment will be required to pay over such payment or distribution to the holders of such Senior Debt. For the purposes of this Article only, the words "any payment or distribution of any kind or character" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, whether or securities of the Company or any other Person provided for by a plan of reorganization or readjustment which securities are subordinated in cashright of payment to all then outstanding Senior Debt to substantially the same extent as the Debentures are so subordinated as provided in this Article. The consolidation of the Company with, property or securitiesthe merger of the Company into, then another Person or the liquidation or dissolution of the Company following the 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 such event such payment or distribution Article 8 shall not be held in trust deemed a Proceeding for the benefit purposes of this Section if the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance sale comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets In the event and during the continuation of any default by the Company in the event payment of (a) any insolvency or bankruptcy case or proceeding, principal of or any receivership, liquidation, reorganization premium or other similar case or proceeding in connection therewith, relative to interest on any such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”), then and in any such event, the Agent shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to (following any grace period, if applicable) when the date on which it would otherwise have become same becomes due and payable) on , whether at maturity or in respect at a date fixed for prepayment or by declaration of any and all acceleration or otherwise, then, upon written notice of such default to the Company by the holders of such Senior Debt before the holder of or any Intercompany Indebtedness owed trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by the Distributing Company is entitled set-off or otherwise) shall be made or agreed to receive any payment be made on account of the principal of or any premium or interest (including any Additional Interest) on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment any of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event of a bankruptcy, insolvency or other proceeding described in clause (e) or (f) of the definition of Event of Default (each such event, if any, herein sometimes referred to as a “Proceeding”), all Senior Debt, Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution of any kind or characterdistribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or securitiesany other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which may would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Intercompany Indebtedness owed by Securities shall be paid or delivered directly to the Distributing Company holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding interest thereon accruing after the foregoing provisions commencement of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company any Proceeding) shall have received been paid in full. In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, the Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and premium, if any, and interest (including any Additional Interest) on the Securities and such other obligations before any payment or distribution of assets from the Distributing Company of any kind or characterother distribution, whether in cash, property or securitiesotherwise, then shall be made on account of any Equity Interests or any obligations of the Company ranking junior to the Securities and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such event plan of reorganization or readjustment) shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt shall have been paid in full, such payment or distribution or security shall be held received in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Companyof, and shall be forthwith paid over to or delivered and transferred to, the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment holders of the Senior Debt at the time outstanding in accordance with the terms priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) in full. In the event of the Credit Agreementfailure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same. The Trustee and the Holders, at the expense of the Company, shall take such reasonable action (including the delivery of this Indenture to an agent for any holders of Senior Debt or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities. Payment Permitted If No Default. Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time, except during the pendency of the conditions described in paragraph (a) of Section 12.2 or of any Proceeding referred to in Section 12.2, from making payments at any time of principal of and any premium or interest (including any Additional Interest) on the Securities or (b) the application by the Trustee of any moneys deposited with it hereunder to the payment of or on account of the principal of and any premium or interest (including any Additional Interest) on the Securities or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge (in accordance with Section 12.8) that such payment would have been prohibited by the provisions of this Article XII, except as provided in Section 12.8.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or say other corporation provided 67 75 for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article XII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 12.02 if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness (including any interest accruing thereon after the commencement of any such case or proceeding), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or interest premium, if any, on) or interest, if any, on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution 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 indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 1302, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company 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 indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment 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 Security receives for purposes of this Section. For purposes of this Article Thirteen only, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation or other entity, provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Thirteen. The consolidation of the Company with, or the merger of the Company into, or the conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety, to another Person upon the terms and conditions set forth in Article Eight, or the liquidation or dissolution of the Company following any such conveyance or transfer, shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 1302 if the Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease of such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance lease, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such Company the Company, a Subsidiary Guarantor or to its their respective creditors, as such, or to its their respective assets, or (b) any liquidation, dissolution or other winding up of the Company or any such CompanySubsidiary 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 the Company or any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”)Subsidiary Guarantor, then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in money or money’s worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company or any Subsidiary Guarantor for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the benefit holders of Senior Indebtedness. For purposes of this Article only, the Agent and the Banks as their respective interests may appearwords “cash, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment ” shall not be deemed to include shares of stock of the Senior Debt in accordance with the terms Company or a Subsidiary Guarantor as reorganized or readjusted, or securities of the Credit Agreement.Company or a Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding") the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Debt, 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, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, on account of principal of (or premium, if any) or interest on the Securities or on account of any purchase or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a "Securities Payment"), and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any Securities Payment which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up eventProceeding. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any Securities Payment before all Senior Debt 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 if such fact shall, at or prior to the time of such Securities Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such 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 the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Distributing Company Securities, or any taxes that ought to have been withheld or deducted from any such payment 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 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, then and in such event such " shall not be deemed to include a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or 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 held in trust deemed a Proceeding for the benefit purposes of this Section if the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Notes are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtednessthe Notes, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Note shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in cash, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of In the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. Ifevent that, notwithstanding the foregoing provisions of this SectionSection , a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.may be,

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution ---------------------------------------------- of assets of any Company (a) in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, assignment for the benefit of creditors or other similar case or proceeding in connection therewith, relative to any such Company or to its creditors, as such, or to its assets, or (b) after the occurrence and during the continuance of an Event of Default or Potential Default under the Credit Agreement or any liquidation, dissolution or other winding up of any such Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) in the event of any assignment for the benefit of creditors or any marshalling marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “"Distributing Company”"), then and in any such event, event the Agent -------------------- Banks shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, receive indefeasible payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness Subordinated Debt owed by the Distributing Company is entitled to receive any payment on account of the principal of or interest on such Intercompany IndebtednessSubordinated Debt, and to that end, end the Agent Banks shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness Subordinated Debt owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up or event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in Company. 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 such the Company or to its creditors, as such, or to its assetsproperty, or (b) and in the event of any voluntary liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for then the benefit holders of creditors or any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”), then and in any such event, the Agent Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end (but subject to the Agent power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred by the provisions of this Article upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan of reorganization under applicable bankruptcy law) the holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debt, receive any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in any such case or proceeding in respect of the Intercompany Securities, except securities of the Company which are subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up eventthen outstanding. If, notwithstanding the foregoing provisions foregoing, the Trustee or the Holder of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company any Security shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securitiessecurities (other than as aforesaid), before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, agent or other Person making payment or distribution of assets or securities of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the benefit holders of Senior Indebtedness. If any Securities are declared due and payable before their Stated Maturity because of the Agent and occurrence of an Event of Default (under circumstances when the Banks as their respective interests may appearprovisions of the foregoing paragraph shall not be applicable), shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment holders of the Senior Debt Indebtedness outstanding at the time such Securities become due and payable because of such occurrence of an Event of Default shall be entitled to receive payment in full of all amounts due or to become due or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on the Securities. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another corporation upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607. Section 1403. No Payment When Senior Indebtedness in Default in Payment. (a) In the event, and during the continuation, of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable period of grace, unless and until such default in payment shall have been cured or waived or shall have ceased to exist, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment, then no payment of principal of (or premium, if any) or interest on the Securities shall be made by the Company; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with the terms Article Twelve by means of Securities redeemed or acquired prior to such default in payment or by means of conversion Securities. Section 1404. Payment Permitted if No Default. Nothing contained in this Article Fourteen or elsewhere in this Indenture or in any of the Credit AgreementSecurities shall prevent (a) the Company, at any time except during the pendency of any case or proceeding, or any dissolution or other winding up referred to in Section 1402 or under the other conditions described in Section 1402 or the conditions described in Section 1403 from making payments at any time of principal of (and premium, if any) or interest on the Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest on the Securities if, at the time of such application, the Trustee did not have knowledge that such payment would have been prohibited by the provisions of this Article Fourteen.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Series 6-1/2% Notes are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Series 6-1/2% Notes, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Series 6-1/2% Notes in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 5.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Series 6-1/2% Note shall have received any payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article V only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Series 6-1/2% Notes are so subordinated as provided in this Article V. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII of the Indenture shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 5.02 if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (transfer, comply with the conditions set forth in the case of noncash property or securities) for the payment or prepayment Article VIII of the Senior Debt in accordance with the terms of the Credit AgreementIndenture.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company Loan Party 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 such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such CompanyLoan Party, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”)the Loan Parties, then and in any such event, the Agent representative or representatives, or the trustee or agent, under the Credit Agreement shall be entitled to receive, for the benefit of the Agent and Secured Parties (the Banks “Senior Parties”) as their respective interests may appear, indefeasible payment in full of all amounts due or to become due (whether or not an Event event of Default default has occurred and is continuing under the terms of the Loan Documents Documents, any Secured Hedging Agreement or any Bank Product Obligation Agreement and the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing such Company is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent Senior Parties shall be entitled to receive, as their interests may appear, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing such Company in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in money or money's worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive 107 any payment on account of the principal of of, premium, if any, or interest on such Intercompany Indebtedness, the Securities and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 1702, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or 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 dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of any payment by, or distribution of the assets of, the Company in connection with (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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any), or interest (including Liquidated Damages, if any) on or any other amount payable under the Securities, ratably according to the aggregate amounts remaining unpaid on account of such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receiveSenior Indebtedness held by them, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which that may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event, after giving effect to any concurrent payment or distribution, or provision therefore, to the holders of such Senior Indebtedness. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 13.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of Securities shall have received any payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to holders of such Senior Indebtedness remaining unpaid or their representatives to the extent necessary to pay all Senior Indebtedness in trust full, after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness. For purposes of this Article 13 only, the words "CASH, PROPERTY OR SECURITIES" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that in either case are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 13. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or other disposition of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 7 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 13.02 if the Person formed by such Companyconsolidation or into which the Company is merged or that acquires by sales, lease, conveyance, transfer or other disposition such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, sales, lease, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance other disposition, comply with the terms of the Credit Agreementconditions set forth in Article 7.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidationLiquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent Holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Debt, or provision shall be made for such payment, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent Holders of Senior Debt shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securitiesSecurities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securitiesSecurities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the Holders of Senior Debt. For purposes of this Article only, the words "cash, property or Securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or Securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling Of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over or delivered forthwith to the Agent trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or held as collateral (in the case of noncash property or securities) for the other Person making payment or prepayment distribution of the Senior Debt in accordance with the terms of the Credit Agreement.assets

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of any payment by, or distribution of the assets of, the Company in connection with (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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any), or interest on such Intercompany Indebtednessor any other amount payable under the Securities, and to that end, the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of such Senior Indebtedness, ratably according to the aggregate amounts remaining unpaid on account of such Senior DebtIndebtedness held by them, any payment or distribution of any kind or character, whether in cash, property or securities, which that may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event, after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 13.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of Securities shall have received any ----- payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over or delivered forthwith to holders of such Senior Indebtedness remaining unpaid or their representatives, ratably according to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment aggregate amounts remaining unpaid on account of the Senior Debt Indebtedness held by them, for application to the payment thereof to the extent necessary to pay all Senior Indebtedness in accordance with full after giving effect to any concurrent payment or distribution, or provision therefor, to the terms holders of the Credit Agreementsuch Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such Company or to its creditors, as such, or to its assetsthe Company, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”), then and in any such event, : (1) the Agent holders of all Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full in cash or Cash Equivalents of all amounts Obligations due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all such Senior Debt Indebtedness before the holder of any Intercompany Indebtedness owed by the Distributing Company is Holders are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect character on account of the Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received Notes; and (2) any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to 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 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 Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the Holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Section 14.02, the Trustee or the Holder of any Note shall have received any payment or distribution of properties or assets of the Company of any kind or character, whether in cash, property or securities, by set off or otherwise in respect of the Notes before all Senior Indebtedness is paid or provided for in full in cash, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another person upon the terms and conditions set forth in Article 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 the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Article if the person formed by such Companyconsolidation or the surviving entity of such merger or the person which acquires by conveyance, transfer or lease such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance lease, comply with the terms of the Credit Agreementconditions set forth in such Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall first be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in with respect of any and to all Senior Debt Indebtedness, or provision shall be made for such payment in money or money's worth, before the holder of any Intercompany Indebtedness owed by the Distributing Company is Holders are entitled to receive any payment on account of the principal Principal or repurchase price, if any, of or interest on such Intercompany Indebtednessthe Notes, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in with respect of to the Intercompany Indebtedness owed by the Distributing Company Notes in any such case, proceeding, dissolutionliquidation, liquidation dissolution or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 11.2, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or any Holder shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the 52 case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 11.2 if the Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article 5.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness in cash or cash equivalents, or provision shall be made for such payment in cash or other immediately available funds or otherwise in a manner satisfactory to each holder of Senior Indebtedness with respect to its Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Notes are entitled to receive any payment on account of the principal of (and premium, if any) or interest on such Intercompany Indebtednessthe Notes, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property securities or securitiesother property, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. If, notwithstanding the foregoing provisions For purposes of this SectionArticle 10 only, a the words "cash, securities or other property" shall not be deemed to include shares of stock of the Company which is owed Intercompany Indebtedness as reorganized or readjusted, or securities of the Company or any other corporation provided for by a Distributing plan of reorganization or readjustment which shares of stock are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article 10. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall have received any payment or distribution of assets from the Distributing Company of any kind or characternot be deemed a dissolution, whether in cashwinding up, property or securitiesliquidation, then and in such event such payment or distribution shall be held in trust reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 10.02 if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article 5.

Payment Over of Proceeds Upon Dissolution, Etc. Upon In the ---------------------------------------------- event of any payment by, or distribution of the assets of any of, the Company in the event of connection with (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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder of any Intercompany Indebtedness owed by the Distributing Company Holder is entitled to receive any payment on account of the principal of (or premium, if any), or interest on such Intercompany Indebtednessor any other amount payable under this Security, and to that end, the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of such Senior Indebtedness, ratably according to the aggregate amounts remaining unpaid on account of such Senior DebtIndebtedness held by them after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness, any payment or distribution of any kind or character, whether in cash, property or securities, which that may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company this Security in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 9.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Holder shall have received any payment or distribution of ---- assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been actually given to the Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to holders of such Senior Indebtedness remaining unpaid or their representatives, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held by them, for application to the payment thereof to the extent necessary to pay all Senior Indebtedness in trust full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness. For purposes of this Article 9 only, the words "cash, property or - securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that in either case are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to substantially the same extent as, or to a greater extent than, this Security is so subordinated as provided in this Article 9. The consolidation of the Company with, or the merger of the Company - into, another Person or the liquidation or dissolution of the Company following the sale, lease, conveyance, transfer or other disposition of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 4 shall not be deemed a dissolution, winding-up, - liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 9.02 if the Person formed by such Companyconsolidation or into which the ---- Company is merged or that acquires by sale, lease, conveyance, transfer or other disposition such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, sale, lease, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance other disposition, comply with the terms of the Credit Agreement.conditions set forth in Article 4. -

Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets of any the Company 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 such Company or to its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other dissolution, winding up of any such Companyup, 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 marshalling bankruptcy, insolvency, debt restructuring or similar proceeding in connection with any insolvency or bankruptcy proceeding of the Company (each such event, if any, herein sometimes referred to as In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Debenture shall have received any payment or distribution of assets and liabilities of the Company of any kind or character, whether in cash, property or Debentures, including any Junior Subordinated Payment, before all Senior Debt 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 Senior Debt, and if such Company (a Company distributing assets fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as set forth herein being referred to in the case may be, such capacity as a “Distributing Company”)Holder, then and in any such event, the Agent event such payment or distribution shall be entitled paid over or delivered forthwith to receivethe trustee in bankruptcy, for the benefit receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Agent and the Banks as their respective interests may appear, indefeasible payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness owed by the Distributing Company is entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For the purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities, which may " shall not be payable or deliverable in respect deemed to include shares of stock of the Intercompany Indebtedness owed Company, as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the Distributing same extent as the Debentures are so subordinated as provided in this Article. The consolidation of the Company in any such casewith, proceedingor the merger of the Company into, dissolution, another Person or the liquidation or other winding up event. If, notwithstanding dissolution of the foregoing provisions Company following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the 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 8 shall not be deemed a Proceeding for the purposes of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from -67- 75 if the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance sale comply with the terms of the Credit Agreementconditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such Company the Borrower or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Companythe Borrower, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”)the Borrower, then and in any such event (1) the Senior Debt (including, without limitation, any such amounts declared due prior to their stated maturity and any interest accruing after the Agent occurrence of any 3 3 default or event of default specified in subsection 8(f) of the Senior Credit Agreement, whether or not such interest is allowed as a claim in any bankruptcy or insolvency proceeding) shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full in cash of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Debt, before the holder of any Intercompany Indebtedness owed by the Distributing Company Subordinated Lender is entitled to receive any payment on account of the principal of (or premium, if any) or interest or otherwise on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Junior Debt, ; (2) any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Subordinated Lender would be entitled but for the provisions hereof, including, with respect to the Junior Debt, any such payment or distribution which may be payable or deliverable in respect by reason of the Intercompany Indebtedness owed payment of any other debt of the Borrower being subordinated to the payment of the Junior Debt, shall be paid by the Distributing Company in any such case, proceeding, dissolution, liquidation liquidating trustee or agent or other winding up event. Ifperson making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Senior Lenders (pro rata to each such Senior Lender on the basis of the respective amounts of Senior Debt held by such Senior Lender), to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Senior Lenders; and (3) in the event that, notwithstanding the foregoing provisions of this Sectionforegoing, a Company which is owed Intercompany Indebtedness by a Distributing Company the Subordinated Lender shall have received any such payment or distribution of assets from of the Distributing Company Borrower of any kind or character, 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 Borrower being subordinated to the payment of the Junior Debt, before all Senior Debt is paid in full in cash, then and in such event such payment or distribution shall be held in trust for paid over or delivered forthwith to the benefit Senior Lenders (pro rata to each Senior Lender on the basis of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment amounts of the Senior Debt held by such Senior Lender) to the extent necessary to make payment in accordance with full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the terms of the Credit AgreementSenior Lenders.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of any: (a1) 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 such the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary; (b2) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or ; (c3) any general assignment for the benefit of creditors or any marshalling of the Company; or (4) marshaling of assets and or liabilities of any such the Company (a except in connection with the merger or consolidation of the Company distributing assets as set forth herein being or its liquidation or dissolution following the transfer of substantially all of its assets, upon the terms and conditions permitted under the circumstances described under Section 5.01). (all of the foregoing events described in clauses (1) through (4) referred to in such capacity herein individually as a “Distributing Company”"Bankruptcy Proceeding" and collectively as "Bankruptcy Proceedings"), then and in any such event, the Agent shall holders of Senior Indebtedness of the Company will be entitled to receive, for the benefit of the Agent receive payment and the Banks as their respective interests may appear, indefeasible payment satisfaction in full in cash of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness of the Company before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Notes are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, retain any payment or distribution of any kind on account of the Notes. In the event that, notwithstanding the foregoing, the Trustee or characterany Holder of Notes receives any payment or distribution of assets of the Company of any kind, whether in cash, property or securities, which may be payable including, without limitation, by way of set-off or deliverable otherwise, in respect of the Intercompany Notes before all Senior Indebtedness owed by of the Distributing Company is paid and satisfied in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether full in cash, property or securities, then and in such event such payment or distribution shall will be held by the recipient in trust for the benefit of holders of Senior Indebtedness and will be immediately paid over or delivered to the Agent holders of Senior Indebtedness or their representative or representatives to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of Senior Indebtedness. By reason of such subordination, in the event of any such Bankruptcy Proceeding, creditors of the Company who are holders of Senior Indebtedness may recover more, ratably, than other creditors of the Company, including holders of the Notes, and creditors of the Banks Company who are not holders of Senior Indebtedness or of the Notes may recover more, ratably, than the Holders of the Notes. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its properties and assets substantially as their respective interests may appearan entirety to another Person upon the terms and conditions set forth in Article Five hereof shall not be deemed a dissolution, shall be segregated from other funds winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and property held liabilities of the Company for the purposes of this Article Eleven if the Person formed by such Companyconsolidation or the surviving entity of such merger or the Person which acquires by conveyance, transfer or lease such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance lease, comply with the terms of the Credit Agreementconditions set forth in Article Five hereof.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, debt restructuring or other similar case or proceeding in connection therewith, relative to any such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in money or money's worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of or any premium or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any the Company in the event of 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 such the Company or to its creditors, as such, or to its assets, or or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible : (1) payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Debt, or provision shall be made for such payment in money or money's worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of or principal, premium, if any, and interest on such Intercompany Indebtednessthe Securities, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, and (2) any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 1502, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company 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 indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent Company for the purposes of this Section 1502 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the Banks as their respective interests case may appearbe, shall be segregated from other funds and property held by as part of such Companyconsolidation, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of (a) of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any such the Company or to its creditors, as suchany of the other Credit Parties, or to its any such Credit Party's assets, or (b) of any total or partial liquidation, dissolution or other winding up of the Company or any such Companyother Credit Party, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) of any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of the Company or any such Company other Credit Party, in each case whether voluntary or involuntary or (a Company distributing assets as set forth herein being referred d) the Senior Obligations, or any part thereof, shall mature or be declared due and payable prior to in such capacity as a “Distributing Company”)the stated maturity date thereof upon the occurrence of any Event of Default, then and in any such event, : (i) the Agent Senior Obligees shall first be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, receive indefeasible payment in full in cash of all amounts due in respect of the Put Option Price after delivery by a Holder of the Put Notice (as such payment obligation is more fully described in clause (iv) of the definition of "Senior Obligations" in Section 1.1) and all other amounts due or to become due (whether or not an Event of Default has occurred under the terms in respect of the Loan Documents or other Senior Obligations (including, without limitation, all amounts (including, without limitation, any prepayments) in respect of the Senior Debt has been declared Obligations, whether due in the ordinary course or by reason of acceleration or otherwise) before the Junior Obligees are entitled to receive any payment (in cash, property or securities (other than the Tranche B Interest Reserve Account and any proceeds thereof, Reorganization Securities and the pay-in-kind interest due and payable prior from time to time under Section 2.5(g) of the date Credit Agreement) or by set-off or otherwise), directly or indirectly, on which it would otherwise have become due and payable) account of any principal, interest, premium or other amount on or in respect of any and all Senior Debt before the holder Junior Obligations or as a redemption, retirement, purchase, defeasance, prepayment or acquisition of any Intercompany Indebtedness owed by the Distributing Company is entitled to receive Junior Obligations; (ii) any payment on account of the principal of or interest on such Intercompany Indebtednessby, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of assets of any Credit Party of any kind or character, whether character (in cash, property or securitiessecurities (other than the Tranche B Interest Reserve Account and any proceeds thereof, Reorganization Securities and the pay-in-kind interest due and payable from time to time under Section 2.5(g) of the Credit Agreement) or by set-off or otherwise), to which may any Junior Obligee would be payable entitled but for the provisions of this Section 2, shall be paid by the liquidating trustee or deliverable agent or other Person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Initial Tranche A Lender, for application to payment of all Senior Obligations (including, without limitation, all amounts (including, without limitation, any prepayments) in respect of Senior Obligations, whether due in the Intercompany Indebtedness owed ordinary course or by reason of acceleration), to the Distributing Company extent necessary to indefeasibly pay in full in cash all Senior Obligations remaining unpaid, after giving effect to any such case, proceeding, dissolution, liquidation concurrent payment or other winding up event. If, distribution directly to the Senior Obligees; and (iii) notwithstanding the foregoing provisions of this SectionSection 2.2, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received after any of the events described in clauses (a) through (d) of this Section 2.2, in the event that any payment or distribution of assets from the Distributing Company of any Credit Party of any kind or character, whether character (in cash, property or securitiessecurities (other than the Tranche B Interest Reserve Account and any proceeds thereof, then Reorganization Securities and the pay-in-kind interest due and payable from time to time under Section 2.5(g) of the Credit Agreement) or by set-off or otherwise), shall be received by any Junior Obligee, directly or indirectly, whether on account of any principal, interest, premium or other amount on or in such event respect of the Junior Obligations or as a redemption, retirement, purchase, defeasance, prepayment or acquisition of any Junior Obligations or otherwise, before all Senior Obligations are indefeasibly paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Companyof, and shall be forthwith immediately paid over to, the Initial Tranche A Lender, for application to payment of all Senior Obligations, to the Agent extent necessary to indefeasibly pay in full in cash all Senior Obligations (including, without limitation, all amounts (including, without limitation, any prepayments) in respect of Senior Obligations, whether due in the same form as so received (with ordinary course or by reason of acceleration) remaining unpaid, after giving effect to any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the concurrent payment or prepayment of distribution directly to the Senior Debt in accordance with the terms of the Credit AgreementObligees.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any), or interest on such Intercompany Indebtednessor any other amount payable under the Securities, including, but not limited to, the Redemption Prices, the Make-Whole Payment and the Repurchase Price payable with respect to the Securities in accordance with Article 11 or Article 12, as the case may be, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 14.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of Securities shall have received any payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article 14 only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 14. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 8 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 14.02 if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article 8.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in money or money's worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article XII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 12.02 if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in the Issuer. 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 such Company the Issuer or to its creditors, as such, or to its assetsproperty, or (b) and in the event of any voluntary liquidation, dissolution or other winding up of any such Companythe Issuer, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for then the benefit holders of creditors or any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”), then and in any such event, the Agent Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtednessthe Securities, and to that end, end (but subject to the Agent power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred by the provisions of this Article upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan of reorganization under applicable bankruptcy law) the holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debt, receive any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in any such case or proceeding in respect of the Intercompany Securities, except securities of the Issuer which are subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness owed by then outstanding. In the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. Ifevent that, notwithstanding the foregoing provisions foregoing, the Trustee or the Holder of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company any Security shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securitiessecurities (other than as aforesaid), before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, agent or other Person making payment or distribution of assets or securities of the Issuer for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the benefit holders Senior Indebtedness. In the event that any Securities are declared due and payable before their final maturity because of the Agent and occurrence of an Event of Default (under circumstances when the Banks as their respective interests may appearprovisions of the foregoing paragraph shall not be applicable), shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment holders of the Senior Debt Indebtedness outstanding at the time such Securities become due and payable because of such occurrence of an Event of Default shall be entitled to receive payment in accordance full of all amounts due or to become due or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of the principal of or interest on the Securities. The consolidation of the Issuer with, or the merger of the Issuer into, another corporation or the liquidation or dissolution of the Issuer following the conveyance or transfer of its properties and assets substantially as an entirety to another corporation upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the terms of conditions set forth in Article Eight. Nothing in this Article shall apply to claims of, or payments to, the Credit AgreementTrustee under or pursuant to Section 5.06.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of or premium, if any (including the Make-Whole Payment, if any), or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article XII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 12.02 if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such Company the Company, a Subsidiary Guarantor or to its their respective creditors, as such, or to its their respective assets, or (b) any liquidation, dissolution or other winding up of the Company or any such CompanySubsidiary 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 the Company or any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”)Subsidiary Guarantor, then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in money or money’s worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company or any Subsidiary Guarantor for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company or a Subsidiary Guarantor as reorganized or readjusted, or securities of the Company or a Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company or a Subsidiary Guarantor with, or the merger of the Company or a Subsidiary Guarantor into, another Person or the liquidation or dissolution of the Company or a Subsidiary Guarantor following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company or a Subsidiary Guarantor for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company or a Subsidiary Guarantor is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of (a) any dissolution, insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any such the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidationwinding up, liquidation or dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyinvoluntary, or (c) any assignment for the benefit of creditors of the Company or any other marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, upon any payment or distribution of the Agent assets or securities of the Company, the holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness before the holder of any Intercompany Indebtedness owed by the Distributing Company is Holders are entitled to receive any payment or distribution on account of the principal of or interest on such Intercompany IndebtednessSubordinated Obligations, and to that endend the holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, the Agent shall be entitled to receivereceive from 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, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Subordinated Obligations in any such case, proceeding, dissolution, liquidation or other winding up or event, assignment or marshalling. IfThe consolidation of the Company with, notwithstanding or the foregoing provisions merger of this Sectionthe Company with or into, or sale, conveyance, transfer or lease of all or substantially all of its assets to another Person, or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of all or substantially all of its assets to another Person, in each case, upon the terms and conditions set forth in Article 11, shall not be deemed a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or characterdissolution, whether in cashwinding up, property or securitiesliquidation, then and in such event such payment or distribution shall be held in trust reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks purposes of this Section 16.02 if, as their respective interests a part of such consolidation, merger, sale, conveyance, transfer or lease, as the case may appearbe, shall be segregated from other funds and property held the Person formed by such consolidation or into which the Company is merged, or which acquires by sale, conveyance or transfer or lease all or substantially all of the Company’s assets, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance may be, complies with the terms of the Credit Agreementconditions set forth in Article 11.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full in cash or other payment satisfactory to the holders of Senior Indebtedness of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in cash or other payment satisfactory to the holders of Senior Indebtedness, before the holder holders of any Intercompany Indebtedness owed by the Distributing Company is Notes are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Notes, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the holder of any Note shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or payment thereof provided for in a manner satisfactory to the holders of Senior Indebtedness, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article Four only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article Four. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Twelve shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 4.2 if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Twelve.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 therewith, relative to any such Company the Company, or to its creditors, creditors as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding") the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is 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 the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as "Junior Subordinated Payment"), on account of principal of (or premium, if any) or interest on the Securities or on account of the principal purchase or other acquisition of Securities by the Company or interest on such Intercompany Indebtedness, any Subsidiary and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any 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 the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up eventProceeding. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness 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 Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the benefit holders of Senior Indebtedness. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Agent and Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the Banks as their respective interests may appearrelevant taxing authority, shall not be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) considered to be applied (an amount that the Trustee or the Holder of any 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 the case of cash) to or held as collateral (in the case of noncash , property or securities) " shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the 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 shall not be deemed a Proceeding for the payment purposes of this Section if the Person formed by such consolidation or prepayment into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of the Senior Debt in accordance such consolidation, merger, or sale comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, debt restructuring or other similar case or proceeding in connection therewith, relative to any such Company the Corporation or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Companythe Corporation, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such the Company (a Company distributing assets as set forth each such event, if any, herein being sometimes referred to in such capacity as a “Distributing Company”"Proceeding"), then and in any such event, event the Agent holders of Senior Debt shall be first entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Debt, or provision shall be made for such payment in cash or cash equivalents, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive or retain any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities or on account of the purchase or other acquisition of Securities, and to that end, end the Agent holders of Senior Debt shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security (or any Person on its behalf) shall have received any payment or distribution of assets from of the Distributing Company Corporation of any kind or character, whether in cash, property or securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Corporation for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "cash property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment, in each case, which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Corporation with, or the merger of the Corporation into, another Person or the liquidation or dissolution of the Corporation following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Corporation for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Corporation is merged or the Person which acquires by conveyance, transfer or lease such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance lease, comply with the terms of the Credit Agreementconditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article XII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 12.02 if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Series 8-3/4% Notes are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Series 8-3/4% Notes, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Series 8-3/4% Notes in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 5.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Series 8-3/4% Note shall have received any payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article V only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Series 8-3/4% Notes are so subordinated as provided in this Article V. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII of the Indenture shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 5.02 if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (transfer, comply with the conditions set forth in the case of noncash property or securities) for the payment or prepayment Article VIII of the Senior Debt in accordance with the terms of the Credit AgreementIndenture.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, debt restructuring or other similar case or proceeding in connection therewith, relative to any such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Debt, or provision shall be made for such payment, in money or money's worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of or any premium or interest on such Intercompany Indebtednessthe Securities or on the account of the purchase, redemption or other acquisition of Securities, and to that end, end the Agent holders of Senior Debt or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, then before all Senior Debt is paid in full or payment thereof provided for, in money or money's worth then, and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person -60- 68 formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in money or money's worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of of, premium, if any, or interest on such Intercompany Indebtedness, the Securities and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn such event, the Company may not elect the Cash Settlement Option or the Stock Settlement Option. In the event that, notwithstanding the foregoing provisions of this SectionSection 1702, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common ----------------- Stock and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or 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 dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Debt, or provision shall be made for such payment in cash, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Debt shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution 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 indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 16.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company 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 indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment 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 Security receives for purposes of this Section. For purposes of this Article Seventeen only, the words “cash, property or securities” shall not be deemed to include Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 16.02 if the Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt 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 Indebtedness, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article XII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 12.2 if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets sub stantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in money or money’s worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in trust full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words “cash, property or securities” shall not be deemed to include shares of common stock of the Company as reorganized or readjusted or any other Person, or other securities of the Company or any other Person provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, : (1) the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full in cash or cash equivalents of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in cash or cash equivalents, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received Securities; and (2) any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article Eleven, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities (except, so long as the effect of this parenthetical clause is not to cause the Securities to be treated in any case or proceeding or similar event described in Subsection (a), (b) or (c) of this Section 1102 as part of the same class of claims as the Senior Indebtedness or any class of claims on a parity with or senior to the Senior Indebtedness, for any such payment or distribution of securities which (i) are unsecured, (ii) have an average life and final maturity no shorter than the average life and final maturity of the Securities and (iii) are subordinated, to at least the same extent as the Securities, to the payment of all Senior Indebtedness then outstanding), 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 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 principal of, and premium, if any, and interest on, and other amounts due on or in connection with, the Senior Indebtedness to the extent necessary to make payment in full in cash or cash equivalents of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such 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 such payment or distribution of assets of the Company 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 indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or cash equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another corporation 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 the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 1102 if the corporation formed by such Companyconsolidation or into which the Company is merged or the corporation which acquires by conveyance, transfer or lease such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance lease, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, : (1) the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full in cash or cash equivalents of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Senior Subordinated Notes are entitled to receive any payment or distribution of any kind or character (other than in Permitted Junior Securities) on account of the principal of of, premium, if any, or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, Subordinated Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding Permitted Junior Securities) by set-off or otherwise, to which may the Holders or the Trustee would be payable or deliverable in respect entitled but for the provisions of the Intercompany Indebtedness owed this Article Eight shall be paid by the Distributing Company in any such case, proceeding, dissolution, liquidation liquidating trustee or agent or other winding up event. IfPerson making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to 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, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 8.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Senior Subordinated Notes shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, in respect of principal, premium, if any, and interest on the Senior Subordinated Notes before all Senior Indebtedness is paid in full or payment thereof provided for, then and in such event such payment or distribution (excluding Permitted Junior Securities) shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Five shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 8.02 if the Person formed by such Companyconsolidation or the surviving entity of such merger or the Person which acquires by conveyance, transfer or lease such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance lease, comply with the terms of the Credit Agreementconditions set forth in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in 41 connection therewith, relative to any such the Company or to its creditors, as such, or to its assets, assets or (b) any liquidation, dissolution or other winding up of any such the Company, 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 liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness (including, without limitation, interest thereon accruing after the commencement of any such case, proceeding or action but only to the extent that such holders of Senior Indebtedness shall have been determined to be entitled to receive such interest from the Company), or provisions shall be made for such payment in money or money's worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution 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 indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceedingproceeding or action. In the event that (1) any case, dissolutionproceeding or action described in clauses (a) through (c) above shall have occurred and (2) a proper claim or proof of debt shall not have been filed on behalf of the Holders of the Securities at least 10 days prior to the expiration of the time to file such claim or proof of debt, liquidation any holder of Senior Indebtedness, on behalf of all holders of Senior Indebtedness then outstanding, shall be entitled to file, on behalf of the Holders of the Securities, an appropriate claim or proof of debt for the unpaid balance of the Securities or other winding up eventamounts owing in respect of the Securities in the form required in such case, proceeding or action and to cause such claim to be approved. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company 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 indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall then have been made known to the Trustee, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated at least to the extent provided in this Article XI with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided, however, that (a) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment and (b) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person (in each case, upon the terms and conditions set forth in Article VI and in full compliance with any document pursuant to which Senior Indebtedness shall then be outstanding) shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreement.conditions set forth in Article VI. 42

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfUpon the occurrence of any of the events described in clauses (a), (b) or (c) of the immediately preceding paragraph, in the event that notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company Section the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementrespective conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in money or money's worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment 105 on account of the principal of of, premium, if any, or interest on such Intercompany Indebtedness, the Securities and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 1702, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holder of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Seventeen. The issuance and delivery of junior securities upon conversion of Securities in accordance with Article Twelve shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of securities. For the purposes of this Section, the term "junior securities" means Common Stock ----------------- and any other cash, property or securities into which the Securities are convertible pursuant to Article Twelve. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article Twelve. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or 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 dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of of: (a1) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any such the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary, (b2) any liquidation, dissolution or other winding winding-up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or or (c3) any general assignment for the benefit of creditors or any other marshalling of assets and or liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, : (a) the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full in cash of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Debt, or provision shall be made for such payment, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Notes are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or charactercharacter on account of principal of, whether in cashpremium, property if any, or securitiesinterest on, which may be payable or deliverable in Liquidated Damages with respect of to, the Intercompany Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received Notes; and (b) any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the 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 Senior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt held or represented by each, to the extent necessary to make payment in full in cash of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Debt; and (c) in the event that, notwithstanding the foregoing provisions of this Section 10.02, the Trustee or the Holder of any Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of principal of, premium, if any, or interest on, or Liquidated Damages with respect to, the Notes before all Senior Debt is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full in cash after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of Senior Debt. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 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 the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Article 10 if the Person formed by such Companyconsolidation or the surviving entity of such merger or the Person which acquires by conveyance, transfer or lease such properties and shall be forthwith paid over to the Agent in the same form assets substantially as so received (with any necessary endorsement) to be applied (in an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance lease, comply with the terms of the Credit Agreementconditions set forth in such Article 5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company (a) in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, assignment for the benefit of creditors or other similar case or proceeding in connection therewith, relative to any such Company or to its creditors, as such, or to its assets, or or (b) after the occurrence and during the continuance of an Event of Default or Potential Default under the Credit Agreement or any liquidation, dissolution or other winding up of any such Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) in the event of any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”"DISTRIBUTING COMPANY"), then and in any such event, the Agent shall be entitled to receive, for the benefit of event the Agent and the Banks as their respective interests may appear, shall be entitled to receive indefeasible payment in full of all amounts due or to become due at the time of such event and which are incurred by the Agent and the Banks thereafter which are payable by the Borrower under the Credit Agreement (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt before the holder of any Intercompany Indebtedness Subordinated Debt owed by the Distributing Company is entitled to receive any payment on account of the principal of or interest on such Intercompany IndebtednessSubordinated Debt, and to that end, end the Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness Subordinated Debt owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up or event. If, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in with respect of any and to all Senior Debt Indebtedness, or provision shall be made for such payment in money or money's worth, before the holder of any Intercompany Indebtedness owed by the Distributing Company is Holders are entitled to receive any payment on account of the principal Principal or repurchase price, if any, of or interest on such Intercompany Indebtednessthe Debentures, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in with respect of to the Intercompany Indebtedness owed by the Distributing Company Debentures in any such case, proceeding, dissolutionliquidation, liquidation dissolution or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 11.2, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or any Holder shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 11.2 if the Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article 5.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, debt restructuring or other similar case or proceeding in connection therewith, relative to any such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling other marshaling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of or any premium or interest on such Intercompany Indebtednessthe Securities or on the account of the purchase, redemption or other acquisition of Securities or constituting a sinking fund or defeasance payment by the Company to the Trustee or the Paying Agent, as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities (other than Previous Payments), and to that end, end the Agent holders of Senior Debt or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up or event, to the extent necessary to pay all Senior Debt in full in cash or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of other Senior Debt. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, then before all Senior Debt is paid in full in cash or other payment satisfactory to the holders of Senior Debt and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person -60- 68 formed by such Companyconsolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, whether voluntary or involuntary and whether or not involving insolvency solvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Indebtedness shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Indebtedness, or provision shall be made for such payment in money or money's worth, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Notes are entitled to receive any payment on account of the principal of or premium, if any, or interest on such Intercompany Indebtednessthe Notes, and to that end, end the Agent holders of Senior Indebtedness shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by 2004 Notes or the Distributing Company 2007 Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. IfIn the event that, notwithstanding the foregoing provisions of this Section, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or Holder of any 2004 Note or 2007 Note shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered by the Trustee or the Holder, as the case may be, forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section if the Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such the Company, 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 such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing the Company”), then and in any such event, event the Agent holders of Senior Debt shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt Debt, or provision shall be made for such payment in cash, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Securities are entitled to receive any payment on account of the principal of (or premium, if any) or interest on such Intercompany Indebtednessthe Securities, and to that end, end the Agent holders of Senior Debt shall be entitled to receive, for application to the payment of the Senior Debtthereof, any payment or distribution 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 indebtedness of the Company being subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Intercompany Indebtedness owed by the Distributing Company Securities in any such case, proceeding, dissolution, liquidation or other winding up event. IfIn the event that, notwithstanding the foregoing provisions of this SectionSection 16.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Security shall have received any payment or distribution of assets from of the Distributing Company 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 indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held paid over or delivered forthwith to the trustee in trust bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment 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 Security receives for purposes of this Section. For purposes of this Article Sixteen only, the words “cash, property or securities” shall not be deemed to include Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Sixteen. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Agent and Company for the Banks as their respective interests may appear, shall be segregated from other funds and property held purposes of this Section 16.02 if the Person formed by such Companyconsolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case may be, shall, as a part of cash) to such consolidation, merger, conveyance or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance transfer, comply with the terms of the Credit Agreementconditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in 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 such the Company 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 such the Company, 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 such the Company (a except in connection with the merger or consolidation of the Company distributing assets or its liquidation or dissolution following the transfer of substantially all of its assets, upon the terms and conditions permitted as set forth herein being referred to in such capacity as a “Distributing Company”described under Section 5.01), then and in any such event, : 104 113 (1) the Agent holders of Senior Debt of the Company shall be entitled to receive, for the benefit of the Agent and the Banks as their respective interests may appear, indefeasible receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of Senior Debt, in any other manner, of all amounts due or to become due (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all Senior Debt of the Company, or provision shall be made for such payment, before the holder Holders of any Intercompany Indebtedness owed by the Distributing Company is Notes are entitled to receive any payment on account of the principal of or interest on such Intercompany Indebtedness, and to that end, the Agent shall be entitled to receive, for application to the payment of the Senior Debt, retain any payment or distribution of any kind or character on account of principal of, premium, if any, interest on, or Special Interest, if any, on the Notes; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property Property or securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the 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 Senior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may be payable or deliverable in respect have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Intercompany Indebtedness owed Senior Debt held or represented by each, to the Distributing Company extent necessary to make payment in full in cash, Cash Equivalents or, as acceptable to holders of Senior Debt, in any other manner, of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such case, proceeding, dissolution, liquidation or other winding up event. IfSenior Debt; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 11.02, a Company which is owed Intercompany Indebtedness by a Distributing Company the Trustee or the Holder of any Note shall have received any payment or distribution of assets from of the Distributing Company of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of principal of, premium, if any, interest on, Special Interest, if any, on or any other Obligation owing in respect of, the Notes before all Senior Debt of the Company is paid in full or payment thereof provided for, then and in such event such payment or distribution shall be held by the recipient in trust for the benefit of the Agent and the Banks as their respective interests may appear, shall be segregated from other funds and property held by such Company, holders of Senior Debt and shall be forthwith immediately paid over or delivered to the Agent holders of Senior Debt or their representative or representatives to the extent necessary to make payment in full of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to or for the same form holders of Senior Debt. The consolidation of the Company with, or the merger of Company with or into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of its properties and assets substantially as so received (with any necessary endorsement) an entirety to another Person upon the terms and conditions set forth in Article 5 hereof shall not be applied (in deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Article 11 if the Person formed by such consolidation or the surviving entity of such merger or the person which acquires by conveyance, transfer or lease such 105 114 properties and assets substantially as an entirety, as the case may be, shall, as a part of cash) to such consolidation, merger, conveyance, transfer or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance lease, comply with the terms of the Credit Agreementconditions set forth in such Article 5 hereof.