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

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Indebtedness is paid in full, 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 110 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, 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 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 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 Seven shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any ----------------------------------------------- distribution of assets of 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 the Company or to its creditors, as such, or to its assets, or or (b) any liquidation, dissolution or other winding up 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 other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive receive (1) payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash money or money's worth, before the Holders of the Securities are entitled to receive re ceive any payment on account of principal of (or premium, if anyother than Permitted Junior Securities) or interest (including any Liquidated Damages) on the Securities or on account of the purchasePrincipal Amount, redemption Issue Price, accrued Original Issue Discount, Redemption Price, cash in respect of the Purchase Price, cash in respect of a conversion, Change in Control Purchase Price or other acquisition interest, if any, in respect of the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, and (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 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. In the event that, notwithstanding the foregoing provisions of this SectionSection 11.02, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (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 propertyindebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in fullfull 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 paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodianCustodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all 110 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, 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person 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 person upon the terms and conditions set forth in Article Seven V shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 11.02 if the Person 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 case may be, shall, shall as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven.V.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (bii) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (ciii) any general assignment for the benefit of creditors or any other marshaling marshalling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (a) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment in full of all amounts due or to become obligations due on or in respect of all such Guarantor Senior Indebtedness in (including Accrued Bankruptcy Interest) and all outstanding Letter of Credit Obligations cash collateralized, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premiumretain, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; and (b) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may the Holders or the Trustee would be entitled but for the subordination provisions of this Article 10 including any such distribution that is payable or deliverable in respect by reason of the Securities in payment of any such case, proceeding, dissolution, liquidation other Indebtedness of the Company being subordinated to the payment of the Notes shall be paid by the liquidating trustee or agent or other winding up Person making such payment or event. In distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or the Guarantor Representative, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payments or distribution, or provisions thereof, to the Holders of such Guarantor Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.06, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Guarantee before all Guarantor Senior Indebtedness of such Guarantor is paid in full, 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 such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in fullfull in cash, after giving effect to any concurrent payment or distribution distribution, or provision thereof to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply complies with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash cash, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or other propertysecurities, before all Senior Indebtedness is paid in fullfull 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 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 110 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, securities property or other propertysecurities" 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, readjustment which shares of stock or securities are subordinated in right of payment to all then outstanding 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 Seven Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenEight.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of Properties of the Company or payment on behalf of the Company with respect to the Securities in the event of any Insolvency or Liquidation Proceeding with respect to the Company: (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due such Senior Indebtedness, or to become due on or in respect of all Senior Indebtedness in cash provision must be made for such payment, before the Holders of the Securities are entitled to receive any payment on account of principal of (direct or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any indirect payment or distribution of any kind or character, whether in cash, property or securitiessecurities (other than Permitted Junior Securities) on account of principal of (or premium, which may be payable if any, on) or deliverable in respect interest on the Securities or on account of the Securities in any such case, proceeding, dissolution, liquidation purchase or redemption or other winding up acquisition of Securities (including pursuant to a Change of Control Offer or event. In a Net Proceeds Offer); and (b) any direct or indirect payment or distribution of Properties of the Company of any kind or character, whether in cash, property or securities (other than a payment or distribution in the form of Permitted Junior Securities), by set-off or otherwise, to which the Holders or the Trustee, on behalf of the Holders, would be entitled but for the provisions of this Article shall be paid by the Company or by any 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 of all Senior Indebtedness after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets Properties of the Company of any kind or character, whether in cash, securities property or other propertysecurities, by set-off or otherwise, in respect of principal of (and premium, if any, on) or interest on the Securities before all Senior Indebtedness is paid or provided for in full, 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 (other than a payment or distribution in the form of Permitted Junior Securities) shall be received and held in trust for and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all 110 Senior Indebtedness remaining unpaidCompany, 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, 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 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 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 sale, assignment, conveyance, transfer, lease or transfer other disposition of all or substantially all its properties and assets substantially as an entirety Properties on a consolidated basis to another Person upon or group of Affiliated Persons pursuant to, and in compliance with, the terms and conditions set forth in Article Seven VIII hereof shall not be deemed an Insolvency or Liquidation Proceeding (requiring the repayment of all Senior Indebtedness in full as a dissolution, winding up, liquidation, reorganization, assignment for prerequisite to any payments being made to the benefit of creditors or marshaling of assets and liabilities of the Company Holders) for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenSection.

Payment Over of Proceeds Upon Dissolution, Etc. of the Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the CompanyGuarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and or liabilities of the CompanyGuarantor, then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness Debt shall be entitled to receive payment in full in cash or, as acceptable to the holders of such Guarantor Senior Debt, in any other manner of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash Debt, or provision shall be made for such payment, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofthis Guarantee, any payment or distribution of any kind or character by or on behalf of the Guarantor on account of the Guarantor's obligations under the Notes; and (2) any payment or distribution of assets of the Guarantor of the 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 subordination provisions of this Article Thirteen shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Debt or its representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of the Guarantor Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Guarantor Senior Debt held or represented by each, to the extent necessary to make payment in full in cash of all the Guarantor Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of the Guarantor Senior Debt; and (3) in the event that, notwithstanding the foregoing provisions of this Section 13.4, the Trustee or the Holder of any Note shall have received any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any obligations of such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of Guarantor under this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, Guarantee before all Guarantor Senior Indebtedness Debt is paid in full, and if such fact shall, at full in cash or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderthereof provided for, 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 Senior Representative for application to the payment of all 110 the Guarantor Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all of the Guarantor Senior Indebtedness Debt in fullfull in cash, after giving effect to any concurrent payment or distribution to or for the holders of the Guarantor Senior IndebtednessDebt. For purposes Any such payment or distribution of this Article only, assets received by 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 readjustmentTrustee, which shares of stock or securities are subordinated is required to be paid over to the Senior Representative, will be held in right of payment to all then outstanding Senior Indebtedness to substantially trust by 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 Seven shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment Trustee for the benefit of creditors or marshaling of assets and liabilities the holders of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenGuarantor Senior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash money or money's worth, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premium, if any) , or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of SecuritiesNotes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or other propertysecurities, before all Senior Indebtedness is paid in fullfull 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 paid over or delivered by the Trustee or the Holder, as the case may be, 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 110 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, securities property or other propertysecurities" 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 or securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities 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 Seven 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 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 case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenEight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the CompanyCompany as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, Company then and in any such event event (1) the holders of all Senior Indebtedness shall first be entitled to receive payment in full (or provision is made for payment in money or money's worth) of the principal thereof (and premium, if any, thereon) and interest thereon (including, without limitation, all amounts due interest accruing after the commencement of any bankruptcy, insolvency, receivership or to become due on or in respect of all Senior Indebtedness in cash similar proceeding), before the Holders of the indebtedness evidenced by the Securities are entitled to receive any payment or distribution of any kind or character on account of principal of (or premium, if any, on) or interest interest, if any, on such indebtedness; and (including any Liquidated Damages2) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the Company by the liquidating trustee or agent or other person making such payment or distribution, which may be payable whether a trustee in bankruptcy, a receiver or deliverable in respect liquidating trustee or otherwise, directly to the representative or representatives of the Securities holders of Senior Indebtedness, or to the trustee or trustees under any indenture under which any instrument 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 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 or event. In 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 payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or other propertysecurities, before all Senior Indebtedness of the Company as the case may be, is paid in fullfull (or provision therefor is made in money or money's worth), and if such fact shall, shall at or prior to the time of such payment or distribution, distribution have been made known to the Trustee oror such Holder, as the case may be, such Holder, be then and in such event such payment or distribution shall be paid over to the representative or delivered forthwith representatives of the holders of such Senior Indebtedness, or to the trustee in bankruptcyor trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, receiverratably as aforesaid, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all 110 Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull (or to provide for payment thereof in money or money's worth), after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 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 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 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 Seven Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company as the case may be, is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenEight.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of 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 the Company or to its creditors, as such, or to its assets, or or (b) any liquidation, dissolution or other winding up 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 other marshaling marshalling of assets and liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash cash, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premiumthe principal, Redemption Price, interest, if any) , or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be amounts payable or deliverable as contemplated by Section 2.3 in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received Securities; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, securities 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 Debt of the Company being subordinated to the payment of the Securities, shall be paid by the liquidating trustee or agent or other propertyperson 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 an 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 the Senior Indebtedness held or represented by each, 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. In the event that, notwithstanding the foregoing provisions of this Section 11.2, the Trustee or the Holder of any Security shall receive any 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 Debt of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, shall then have been made known to the Trustee 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, custodianCustodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all 110 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 Eleven only, the words "cash, securities property or other propertysecurities" shall not be deemed to include shares of stock 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 readjustmentreadjustment the payment of which is subordinated, which shares of stock or securities are subordinated in right of payment at least to all then outstanding Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleArticle Eleven with respect to the Securities, to the payment of all Senior Indebtedness which may at the time be outstanding; provided, however, that (i) Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) 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 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 Person person upon the terms and conditions set forth in Article Seven Nine shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 11.2 if the Person corporation formed by such consolidation or into which the Company is merged or the person which acquires by conveyance or transfer such the properties and assets of the Company substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenNine.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness in cash Indebtedness, or provision shall be made for such payment, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In Upon the occurrence of any of the events described in clauses (a), (b) or (c) of the immediately preceding paragraph, in the event that, that notwithstanding the foregoing provisions of this Section, Section the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or other property51 securities, before all Senior Indebtedness is paid in fullfull 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 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 110 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, 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 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 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 Seven 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 Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the respective conditions set forth in Article SevenNine.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceedingreceivership, or any receivershipinsolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company Guarantor, its creditors or to its creditorsproperty, as such, or to its assets, or (b) any proceeding for the liquidation, dissolution dissolution, or other winding up of the CompanyGuarantor, whether voluntary or involuntary and involuntary, whether or not involving insolvency or bankruptcybankruptcy proceedings, or (c) any assignment by the Guarantor for the benefit of creditors or (d) any other marshaling of the assets and liabilities of the CompanyGuarantor (each such event, if any, herein sometimes referred to as a "Proceeding"), then and in any such event the holders of Guarantor Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or payable in respect of all such Guarantor Senior Indebtedness Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, pursuant to the Guarantee or otherwise, whether in cash, property or securities, on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities Guaranteed Obligations or on account of the purchase, redemption purchase or other acquisition of Securities, Securities by the Guarantor or any Subsidiary and to that end the holders of Guarantor Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such caseProceeding; provided, proceedinghowever, dissolution, liquidation that holders of Guarantor Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Guarantor Senior Debt to pay such amounts over to the obligees on trade accounts payable or other winding up or eventliabilities arising in the ordinary course of business. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company Guarantor of any kind or character, whether in cash, securities property or securities, but other propertythan payments to the Trustee pursuant to Section 9.06, before all Guarantor Senior Indebtedness Debt is paid in fullfull or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee orshall have received written notice thereof from the Holders, the holders of any Guarantor Senior Debt or the Guarantor (as the case may be, such Holderprovided in Section 15.10 below), 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 Guarantor for application to the payment of all 110 Guarantor Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Guarantor Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior IndebtednessDebt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, securities property or other propertysecurities" shall not be deemed to include shares of stock of the Company Guarantor as reorganized or readjusted, or securities of the Company Guarantor or any other corporation provided for by a plan of reorganization or readjustment, readjustment which shares of stock or securities are subordinated in right of payment to all then outstanding Guarantor Senior Indebtedness Debt to substantially the same extent as, or to a greater extent than, as the Securities are so subordinated as provided in this Article. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Seven XI shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven.Section

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceedingreceivership, or any receivershipinsolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to the Company Guarantor, its creditors or to its creditorsproperty, as such, or to its assets, or (b) any proceeding for the liquidation, dissolution dissolution, or other winding up of the CompanyGuarantor, whether voluntary or involuntary and involuntary, whether or not involving insolvency or bankruptcybankruptcy proceedings, or (c) any assignment by the Guarantor for the benefit of creditors or (d) any other marshaling of the assets and liabilities of the CompanyGuarantor (each such event, if any, herein sometimes referred to as a "Proceeding"), then and in any such event the holders of Guarantor Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or payable in respect of all such Guarantor Senior Indebtedness Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, pursuant to the Guarantee or otherwise, whether in cash, property or securities, on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities Guaranteed Obligations or on account of the purchase, redemption purchase or other acquisition of Securities, Securities by the Guarantor or any Subsidiary and to that end the holders of Guarantor Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such caseProceeding; provided, proceedinghowever, dissolution, liquidation or other winding up or eventthat holders of Guarantor Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Guarantor Senior Debt to pay such amounts over to the obligees on trade accounts payable arising in the ordinary course of business. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received received, in payment of any Guaranteed Obligations, any payment or distribution of assets of the Company Guarantor or any Subsidiary of the Guarantor of any kind or character, whether in cash, securities property or securities, but other propertythan payments to the Trustee pursuant to Section 9.06, before all Guarantor Senior Indebtedness Debt is paid in fullfull or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee orshall have received written notice thereof from the Holders, the holders of any Guarantor Senior Debt or the Guarantor (as the case may be, such Holderprovided in Section 15.10 below), then and in such event such payment or distribution shall be held in trust for and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Guarantor for application to the payment of all 110 Guarantor Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Guarantor Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior IndebtednessDebt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, securities property or other propertysecurities" shall not be deemed to include shares of stock of the Company Guarantor as reorganized or readjusted, or securities of the Company Guarantor or any other corporation provided for by a plan of reorganization or readjustment, readjustment which shares of stock or securities are subordinated in right of payment to all then outstanding Guarantor Senior Indebtedness Debt to substantially the same extent as, or to a greater extent than, as the Securities are so subordinated as provided in this ArticleArticle XV. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance sale of all or transfer substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Seven XI shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenSection.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of No Payment in Certain Circumstances (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, which may be payable to creditors upon any total or deliverable in respect of the Securities in any such casepartial liquidation, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Indebtedness is paid in full, 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 110 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, 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 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 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 Seven shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Guarantor Senior Indebtedness whether or not such interest is an allowed claim in such proceeding) shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Indebtedness, before any payment or distribution of any kind or character is made by or on behalf of the Guarantor on account of any Obligations on the Guarantee or for the acquisition of any of the Securities for cash or property or otherwise (except that holders of the Securities may receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Guarantor of any Obligations on the Securities upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of the Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their 84 85 representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all Obligations in respect of the Guarantor Senior Indebtedness of the Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (c) To the extent any payment of Guarantor Senior Indebtedness of a Guarantor (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment has not occurred. The consolidation of the Guarantor with, or the merger of the Guarantor with or into, another corporation or the liquidation or dissolution of the Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article Seven.Five. If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Indebtedness, no payment of any kind or character shall be made by or on behalf of the Guarantor or any other Person on its behalf with respect to any Obligations on

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Issuer 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 the Companyany Issuer, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors of any Issuer or (d) any other marshaling marshalling of assets and or liabilities of the Companyany Issuer, then and in any such event event: (1) the holders of Senior Indebtedness of such Issuer shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all such Senior Indebtedness in cash before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (other than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) on account of principal of (or premium, if any) or interest (including any Liquidated Damages) Obligations on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Notes; and (2) any payment or distribution of assets of such Issuer of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may the Holders or the Trustee would be payable entitled but for the provisions of this Article 12 (other than a payment in the form of Permitted Junior Securities or deliverable from the trust described in respect of Section 9.01 or Section 9.04) shall be paid by the Securities in any such case, proceeding, dissolution, liquidation liquidating trustee or agent or other winding up Person making such payment or event. In distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness of such Issuer 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 such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, the Trustee or the any Holder of any Security shall have received any payment or distribution of assets of the Company such Issuer of any kind or character, whether in cash, securities 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 (other property, than a payment in the form of Permitted Junior Securities or from the trust described in Section 9.01 or Section 9.04) before all Senior Indebtedness of such Issuer is indefeasibly paid in full, 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 Holderfull 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 such Issuer for application to the payment of all 110 such Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in fullfull in cash or, as acceptable to the holders of such Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution distribution, to or for the holders of such Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of either of the Company Issuers with, or the merger of either of the Company Issuers with or into, another Person or the liquidation or dissolution of either of the Company Issuers following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of either of the Company Issuers for the purposes of this Section Article 12 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of 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 the Company or to its creditors, as such, or to its assets, or or (b) any liquidation, dissolution or other winding up 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 other marshaling marshalling of assets and liabilities of the Company, then and in any such event event (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash cash, before the Holders of the Securities are entitled to receive any payment on account of principal of (the Principal Amount, interest or premiumsuch other amounts as may be provided for in Section 2.3(a), if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received Securities; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, securities 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 XII, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company being subordinated to the payment of the Securities, shall be paid by the liquidating trustee or agent or other propertyperson 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 the Senior Indebtedness held or represented by each, 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. 49 In the event that, notwithstanding the foregoing provisions of this Section 12.2, the Trustee or the Holder of any Security shall receive any 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 Debt of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, shall then have been made known to the Trustee as provided in Section 12.10, 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 person making payment or distribution of assets of the Company for application to the payment of all 110 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 "cashCASH, securities PROPERTY OR SECURITIES," or other property" any combination thereof, shall not be deemed to include shares of stock 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 readjustmentreadjustment the payment of which is subordinated, which shares of stock or securities are subordinated in right of payment at least to all then outstanding Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleArticle XII with respect to the Securities, to the payment of all Senior Indebtedness which may at the time be outstanding; PROVIDED, HOWEVER, that (i) Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered, in any manner adverse to such holders, by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Seven V shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 12.2 if the Person corporation formed by such consolidation or into which the Company is merged or the person which acquires by conveyance or transfer such properties and all or substantially all of the assets substantially as an entiretyof the Company, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven.V.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to 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 the Company, whether voluntary or involuntary and whether or not involving 92 -85- insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshaling marshalling of assets and or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all amounts due or to become due on or in respect of all Senior Indebtedness in cash Indebtedness, or provision shall be made for such payment, before the Holders of the Securities Notes are entitled to receive any payment or distribution of any kind or character on account of principal of (or of, premium, if any) , or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Notes; and (2) any payment or distribution of assets of the 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 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 Securities Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash, Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of all Senior Indebtedness 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 or event. In Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 11.02, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or other propertysecurities, 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 in full, and if such fact shall, at full or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderthereof provided for, 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 93 -86- or other Person making payment or distribution of assets of the Company for application to the payment of all 110 Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull in cash, Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. 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 conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section Article 11 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewithproceeding, relative to the Company or to its creditors, as such, or to a substantial part of its assets, or (b) any proceeding for the liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit benefits of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness; or provision shall be made for such payment in cash money or money's worth, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities, on account of principal of (or premium, if any) , or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any 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 Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other propertyindebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in fullfull 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 oror such Holder, 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 110 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, securities property or other propertysecurities" shall not be deemed to include shares of stock securities 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 or securities are subordinated in right of payment to all then outstanding 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 Seven Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, general assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenEight.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness Debt of such Guarantors shall be entitled to receive payment and satisfaction in full in cash or, as acceptable to the holders of such Guarantor Senior Debt, in any other manner, of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash Debt, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premiumretain, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination provisions of this Article 12 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Debt of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Debt may be payable have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Debt held or deliverable represented by each, to the extent necessary to make payment in respect full in cash or, as acceptable to the Holders of the Securities such Guarantor Senior Debt of such Guarantor, in any other manner, of all such caseGuarantor Senior Debt remaining unpaid, proceeding, dissolution, liquidation after giving effect to any concurrent payment or other winding up or event. In distribution to the holders of such Guarantor Senior Debt; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 12.07, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Guarantee before all Guarantor Senior Indebtedness Debt of such Guarantor is paid and satisfied in full, and if such fact shall, at full in cash or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderand 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 Security, as the case may be, shall be held by the Trustee or the Holder of such, as the case may be, in trust for the benefit of the holders of such Guarantor Senior Debt and shall be immediately paid over or delivered forthwith to the liquidating trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, or agent or other Person making payment or distribution of assets of the Company such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness Debt in fullfull in cash or, as acceptable to the holders of such Guarantor Senior Debt, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this ArticleDebt. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance or transfer of all of its properties and assets (as an entirety or substantially as an entirety entirety) to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 12 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance or transfer such properties and assets (as an entirety or substantially as an entirety, as the case may be, ) shall, as a part of such consolidation, merger, conveyance merger or transfer, transfer comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of the Company in the event of of: (ai) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or or (bii) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or or (ciii) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event event (A) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness in cash Indebtedness, or provision shall be made for such payment, before the Holders Holder of the Securities are this Note is entitled to receive any payment on account of principal of (the Total Repayment Amount, Prepayment Premium Price, Default Payment or premiumLate Payment Interest, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received Note; and (B) any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or securities, by set-off or otherwise, to which the Holder would be entitled but for the provisions of this Section 4, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company being subordinated to the payment of this Note, shall be paid by the liquidating trustee or agent or other propertyperson 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 issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and premium, if any, and interest on, the Senior Indebtedness held or represented by each, 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 or for the holders of such Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section 4, the Holder of this Note shall receive any 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 Debt of the Company being subordinated to the payment of this Note, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, 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 paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all 110 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 Section 4 only, the words "cash, securities property or other propertysecurities" 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 readjustmentreadjustment the payment of which is subordinated, which shares of stock or securities are subordinated in right of payment at least to all then outstanding Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleSection 4 to the payment of all Senior Indebtedness which may at the time be outstanding; provided, however, that (i) Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) 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 corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven person shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 4 if the Person corporation formed by such consolidation or into which the Company is merged or the person which acquires by conveyance or transfer such properties and all or substantially all of the assets substantially as an entiretyof the Company, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with expressly assume in writing all of the conditions set forth in Article Sevenobligations of the Company under this Note and immediately after giving effect to such transaction no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. --------------------------------------------------------------- In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment and satisfaction in full in cash or, as acceptable to the holders of such Guarantor Senior Indebtedness, in any other manner, of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash Indebtedness, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premiumretain, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination provisions of this Article 10 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebted ness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may be payable have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or deliverable represented by each, to the extent necessary to make payment in respect full in cash or, as acceptable to the holders of the Securities such Guarantor Senior Indebtedness of such Guarantor, in any other manner, of all such caseGuarantor Senior Indebtedness remaining unpaid, proceeding, dissolution, liquidation after giving effect to any concurrent payment or other winding up or event. In distribution to the holders of such Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.6, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Guarantee before all Guarantor Senior Indebtedness of such Guarantor is paid and satisfied in full, and if such fact shall, at full in cash or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderand 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 holders of such Guarantor or Senior Indebtedness and shall be immediately paid over or delivered forthwith to the liquidating trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, or agent or other Person making payment or distribution of assets of the Company such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in fullfull in cash or, as acceptable to the holders of such Guarantor Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance or transfer of all of its properties and assets (as an entirety or substantially as an entirety entirety) to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance or transfer such properties and assets (as an entirety or substantially as an entirety, as the case may be, ) shall, as a part of such consolidation, merger, conveyance merger or transfer, transfer comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company a Guarantor or SRI or to its creditors, as such, or to its assets, ; or (bii) any liquidation, dissolution or other winding up of the Companya Guarantor or SRI, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, ; or (ciii) any assignment for the benefit of creditors or any other marshaling marshalling of assets and or liabilities of the Companya Guarantor or SRI, then and in any such event specified in clause (i), clause (ii) or clause (iii) above (each such event, if any, herein sometimes referred to as a "GUARANTOR PROCEEDING") the holders of Senior Indebtedness shall Debt of SRI or such Guarantor will be first entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Debt of SRI and such Guarantor, or provision shall be made for such payment, in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt, before the Holders of the Securities Notes are entitled to receive any payment or distribution of any kind or character, on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on or other obligations in respect of the Securities Notes or such Guarantor's Guarantor Obligations or on account of the purchase, redemption any purchase or other acquisition of SecuritiesNotes by or on behalf of such Guarantor (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a "GUARANTY PAYMENT"), and to that end the holders of Senior Indebtedness Debt of SRI and such Guarantor shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, Guaranty Payment which may be payable or deliverable in respect of the Securities Notes in any such case, proceeding, dissolution, liquidation or other winding up or eventGuarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 13.02, the Trustee or the any Holder of any Security shall have received any receives payment or distribution of assets of the Company a Guarantor of any kind or character, whether in cash, securities or other property, before all the Senior Indebtedness Debt of SRI and such Guarantor is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, full as the case may be, such Holderprovided above, then and in such event event, such payment or distribution Guaranty Payment shall be received and held in trust for the benefit of the holders of such Senior Debt and paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company such Guarantor for application to the payment of all 110 Senior Indebtedness Debt of such Guarantor remaining unpaid, to the extent necessary to pay all the Senior Indebtedness Debt of SRI and such Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt of such Guarantor. For purposes of this Article XIII only, the words "cash, securities any payment or other propertydistribution of any kind or character" shall not be deemed to include shares a payment or distribution of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation a Guarantor provided for by a plan of reorganization or readjustment, 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 shares of stock or securities are (i) subordinated in right of payment to all then outstanding Senior Indebtedness Debt of such Guarantor, to substantially at least the same extent as, or to a greater extent than, as the Securities Guarantor Obligations of such Guarantor are so subordinated as provided in this ArticleArticle XIII, (ii) do not require any payments of interest or distributions greater than that payable on the Notes, (iii) have no maturity or scheduled required prepayments, repayments or redemptions earlier than one year after the scheduled final maturity of the Bank Debt (giving effect to such reorganization or readjustment) and (iv) are unsecured; PROVIDED that (1) if a new corporation results from such reorganization or readjustment, such corporation assumes any Senior Debt of such Guarantor not paid in full in cash or cash equivalents in connection with such reorganization or readjustment; and (2) the rights of the holders of such Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor into, another Person person or the liquidation or dissolution of the Company such Guarantor following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Seven VI shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Guarantor Proceeding for the purposes of this Section 13.02 if the Person person formed by such consolidation or into which the Company such Guarantor is merged or the person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenVI.

Payment Over of Proceeds Upon Dissolution, Etc. 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 the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Debt, in cash or other payment satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) any premium or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of SecuritiesSecurities 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 the holders of Senior Indebtedness 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 thereof, 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 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. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or other propertysecurities, before all Senior Indebtedness Debt is paid in full, and if such fact shall, at full in cash or prior other payment satisfactory to the time holders of such payment or distribution, have been made known to the Trustee or, as the case may be, such HolderSenior Debt, 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 110 Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. For purposes of this Article only, the words "cash, securities property or other propertysecurities" 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, readjustment which shares of stock or securities are subordinated in right of payment to all then Senior Debt which may at the time be outstanding Senior Indebtedness 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 Seven 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 Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenEight.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: 103 -95- (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash Indebtedness, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premiumretain, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may the Holders or the Trustee would be payable entitled but for the subordination provisions of this Article 10 shall be paid by the liquidating trustee or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation agent or other winding up Person making such payment or event. In distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.06, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Guarantee before all Guarantor Senior Indebtedness of such Guarantor is paid in full, 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 Holderfull 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 such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in fullfull in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of 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 therewithproceeding, relative to the Company or to its creditors, as such, or to its assets, or or (b) any liquidation, dissolution or other winding up 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 other marshaling of assets and liabilities of the Company, then or (d) any other event which would constitute an Event of Default specified in Section 6.01(4) or Section 6.01(5). then, and in any such event event, the holders of Senior Indebtedness shall be entitled to receive receive (1) payment in full in cash of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash money or money's worth (as such phrase is defined below), before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if anyother than Permitted Junior Securities) or interest (including any Liquidated Damages) on the Securities or on account of the purchasePrincipal Amount, redemption Issue Price, accrued Original Issue Discount, Redemption Price, cash in respect of the Purchase Price, cash in respect of a conversion, Change in Control Purchase Price or other acquisition interest, if any, in respect of the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, and (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 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; In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (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 propertyindebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in fullfull in cash or payment thereof provided for (as such phrase is defined below), 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 then, in such event event, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodianCustodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all 110 Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull in cash or as payment thereof is otherwise provided for (as such phrase is defined below), 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, 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person 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 person upon the terms and conditions set forth in Article Seven V shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person 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 case may be, shall, shall as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenV. Wherever in this Article X, the phrase "or provision shall be made for such payment in money or money's worth" or "payment thereof provided for" appears, or like words appear, in each case applicable to payments due, to become due or to be made on Senior Indebtedness, such phrase, insofar as it is applicable to outstanding Senior Indebtedness described in clause (i) or (iii)(c)(1) of the definition herein of "Senior Indebtedness", shall mean only such provision for payment as shall have been made or provided for (i) in accordance with the terms of a plan of reorganization that is authorized by a court decree or order and approved by the Requisite Percentage of the holders of such Senior Indebtedness, each voting as a separate class or (ii) with the approval of the Requisite Percentage of the holders of such Senior Indebtedness, each voting as a separate class.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Indebtedness, in any other manner, of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash Indebtedness, or provision shall be made for such payment, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; and (2) ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents or, as acceptable to the Holders of such Guarantor Senior Indebtedness of such Guarantor, in any other manner, of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Section 10.07, the Trustee or the Holder of any Note shall have received any payment or distribution of assets of such Guarantor of any kind or character, 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 Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, its Obligations on its Guarantee before all Guarantor Senior Indebtedness of such Guarantor is paid in full, and if such fact shall, at full or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderthereof provided for, 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 such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in fullfull in cash, Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven.5 hereof. 87 -80-

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of 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 the Company or to its respective creditors, as such, or to its respective assets, or or (b) any liquidation, dissolution or other winding winding-up 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 other marshaling of assets and liabilities of the Company, then or (d) any other event that would constitute an Event of Default specified in Section 6.01(5) or 6.01(6), then, and in any such event event, the holders of Senior Indebtedness shall be entitled to receive receive: (1) payment in full in cash of all amounts due or to become due on or in respect of all Senior Indebtedness in cash or cash equivalents, or provision shall be made for such payment, before the Holders of the Securities are entitled to receive any payment on account of principal the Principal Amount at Maturity, Restated Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Change of (Control Purchase Price or premiuminterest, if any) or interest (including any Liquidated Damages) on the Securities or on account , in respect of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, 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 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. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other propertyindebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in fullfull in cash 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 then, in such event event, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodianCustodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all 110 Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull in cash or as payment thereof is otherwise provided for (as such phrase is defined below), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article 12 only, the words "cash, securities property or other propertysecurities" shall not be deemed to include shares of stock Capital Stock of the Company Company, as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 12 with respect to the Securities, to the payment of all Senior Indebtedness which may at the time be outstanding; provided, however, that (i) Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, which shares and (ii) the rights of stock or securities are subordinated in right 63 70 the holders of payment to all then outstanding the Senior Indebtedness to substantially are not, without the same extent asconsent of such holders, altered by such reorganization or to a greater extent than, the Securities are so subordinated as provided in this Articlereadjustment. The consolidation or share exchange of the Company with, or the merger of the Company into, another Person 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 person upon the terms and conditions set forth in Article Seven 5 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person person formed by such consolidation or share exchange or into which the Company is merged or the person which acquires by conveyance or transfer such properties and assets of the Company, as the case may be, substantially as an entirety, as the case may be, shall, shall as a part of such consolidation, share exchange, merger, conveyance or transfer, comply with the conditions set forth in Article Seven5.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the CompanyCompany as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the Company, Company then and in any such event event (1) the holders of all Senior Indebtedness shall first be entitled to receive payment in full (or provision is made for payment in money or money's worth) of the principal thereof (and premium, if any, thereon) and interest thereon (including, without limitation, all amounts due interest accruing after the commencement of any bankruptcy, insolvency, receivership or to become due on or in respect of all Senior Indebtedness in cash similar proceeding), before the Holders of the indebtedness evidenced by the Securities are entitled to receive any payment or distribution of any kind or character on account of principal of (or premium, if any, on) or interest interest, if any, on such indebtedness; and (including any Liquidated Damages2) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities to which the Holders or the Trustee would be entitled but for the provisions of this Article 16 shall be paid by the Company by the liquidating trustee or agent or other person making such payment or distribution, which may be payable whether a trustee in bankruptcy, a receiver or deliverable in respect liquidating trustee or otherwise, directly to the representative or representatives of the Securities holders of Senior Indebtedness, or to the trustee or trustees under any indenture under which any instrument 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 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 or event. In Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 16.2, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or other propertysecurities, before all Senior Indebtedness of the Company as the case may be, is paid in fullfull (or provision therefor is made in money or money's worth), and if such fact shall, shall at or prior to the time of such payment or distribution, distribution have been made known to the Trustee oror such Holder, as the case may be, such Holder, be then and in such event such payment or distribution shall be paid over to the representative or delivered forthwith representatives of the holders of such Senior Indebtedness, or to the trustee in bankruptcyor trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, receiverratably as aforesaid, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all 110 Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull (or to provide for payment thereof in money or money's worth), after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 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 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 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 Seven 8 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 16.2 if the Person formed by such consolidation or into which the Company as the case may be, is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven8.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Companysuch 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 marshaling of assets and liabilities of the Companysuch Guarantor, then and in any such event the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Indebtedness in cash of such Guarantor before the Holders of the Securities are entitled to receive any payment in respect of such Guarantor's Guarantee, including on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness of such Guarantor shall be entitled to receive, for application to the payment thereofof all Senior Indebtedness of such Guarantor remaining unpaid (to the extent necessary to pay all Senior Indebtedness of such Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness), 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 such Guarantor being subordinated to the payment of the Guarantee of such Guarantor, which may be payable or deliverable in respect of the Securities such Guarantee in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, securities property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other propertyIndebtedness of such Guarantor being subordinated to the payment of the Guarantee of such Guarantor, before all Senior Indebtedness of such Guarantor is paid in full, then and in such event such payment or distribution shall be held in trust by any such Holder for the holders of Senior Indebtedness of such Guarantor, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee, shall be held by the Trustee orin a separate account, 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 such Guarantor for application to the payment of all 110 Senior Indebtedness of such Guarantor 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 Indebtedness of this Article 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 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 Securities are so subordinated as provided in this Articlesuch Guarantor. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor into, another Person or the liquidation or dissolution of the Company any Guarantor following the sale, assignment, conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven Eight of the Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section 302 if the Person formed by such consolidation or into which the Company such Guarantor is merged or the Person which acquires by sale, assignment, conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance or transfer, comply with the conditions set forth in Article SevenEight of the Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewithproceeding, relative to the Company or to its creditors, as such, or to a substantial part of its assets, or (b) any proceeding for the liquidation, dissolution or other winding up of 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 marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses), or provision shall be made for such payment in cash or in a manner otherwise satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment on account Payment or Distribution in Respect of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account (other than payments of the purchaseamounts deposited prior to any such case, redemption proceeding, dissolution or other acquisition winding up or event in accordance with the defeasance provisions of SecuritiesArticle 8 hereof), and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any 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 Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Payment or Distribution in Respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event (other than payments of amounts deposited prior to any such case, proceeding, dissolution or other winding up or event in accordance with the defeasance provisions of Article 8 hereof), including any such payment or distribution which may be payable or deliverable by reason of assets the payment of any other indebtedness of the Company being subordinated to the payment of any kind or character, whether in cash, securities or other propertythe Securities, before all Senior Indebtedness (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses) is paid in fullfull or payment thereof provided for, and and, if (i) subject to Section 10.8, 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 HolderTrustee, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee holders of Senior Indebtedness or to a representative duly appointed by any such holder or holders of Senior Indebtedness unless otherwise required by law or court order or (ii) such fact shall have been made known to such Holder at any time before or after such payment, then and in bankruptcysuch event such Holder shall forthwith pay over and deliver such payment to the holders of Senior Indebtedness or to a representative duly appointed by any such holder or holders of such Senior Indebtedness unless otherwise required by law or court order, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company in either such case for application to the payment of all 110 Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness (including, without limitation, all Allowed and Disallowed Post- Commencement Interest and Expenses) 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, 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 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 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 Seven 5 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven5.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (i) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash Indebtedness, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premiumretain, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; and (ii) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may the Holders or the Trustee would be payable entitled but for the subordination provisions of this Article 10 shall be paid by the liquidating trustee or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation agent or other winding up Person making such payment or event. In distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Indebtedness; and (iii) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.06, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Guarantee before all Guarantor Senior Indebtedness of such Guarantor is paid in full, 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 Holderfull 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 such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in fullfull in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of the Guarantor, 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 the Company or to its creditors, as such, or to its assets, or or (b) any liquidation, dissolution or other winding up of the CompanyGuarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the CompanyGuarantor, then or (d) any other event as related to the Guarantor that would constitute an Event of Default specified in Section 11(h) and (i) of the Note Purchase Agreement then, and in any such event event, the holders of Senior Indebtedness shall be entitled to receive receive (1) payment in full in cash of all amounts due or to become due on or in respect of all Senior Indebtedness in cash or cash equivalents, or provision shall be made for such payment, before the Holders holders of the Securities Guarantees are entitled to receive any payment on account of principal of the Guarantees, and (or premium, if any2) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Guarantor, of any kind or character, whether in cash, property or securities, by setoff or otherwise, to which the holders would be entitled but for the provisions of this Section 3, including any such payment or distribution which may be payable or deliverable in respect by reason of the Securities in payment of any other debt of the Guarantor being subordinated to the payment of the Guarantees, and any such case, proceeding, dissolution, liquidation payment or distribution shall be paid by the liquidating trustee or agent or other winding up person making such payment or eventdistribution, 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 the Senior Indebtedness held or represented by each, 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. In the event that, notwithstanding the foregoing provisions of this SectionSection 3.2, the Trustee or the Holder holder of any Security Guarantee shall have received any payment or distribution of assets of the Company Guarantor, of any kind or character, whether in cash, securities property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other propertyIndebtedness of the Guarantor being subordinated to the payment of the Guarantees, before all Senior Indebtedness is paid in fullfull in cash 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 orsuch holder, as the case may bethen, such Holder, then and in such event 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 Guarantor for application to the payment of all 110 Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, full in cash or as payment thereof is otherwise provided for after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article Section 3 only, the words "cash, securities property or other propertysecurities" shall not be deemed to include shares of stock Capital Stock of the Company Guarantor, as reorganized or readjusted, or securities of the Company Guarantor or any other corporation provided for by a plan or reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Section 3 with respect to the Guarantees, to the payment of all Senior Indebtedness which may at the time be outstanding; provided, however, that (i) Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, which shares and (ii) the rights of stock or securities are subordinated in right the holders of payment to all then outstanding the Senior Indebtedness to substantially are not, without the same extent asconsent of such holders, altered by such reorganization or to a greater extent than, the Securities are so subordinated as provided in this Articlereadjustment. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company 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 Seven Section 7.2 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company Guarantor for the purposes of this Section 3.2 if the Person formed by such consolidation or into which the Company Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets of the Guarantor substantially as an entirety, shall as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenSection 7.2.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive indefeasible payment and satisfaction in full in cash, of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in cash the applicable Guarantor Senior Indebtedness, whether or not an allowed claim), of such Guarantor before the Holders of the Securities are entitled to receive any payment on account of principal of (or premiumretain, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character (other than payment or distribution from the trust described in Section 9.04) by such Guarantor on account of any of the Guaranteed Obligations; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property Property or securities, by set-off or otherwise, to which may the Holders or the Trustee would be payable entitled but for the subordination provisions of this Article 10 shall be paid by the liquidating trustee or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation agent or other winding up Person making such payment or event. In distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or rep- resented by each, to the extent necessary to make indefeasible payment in full in cash of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.10, the Trustee or the any Holder of any Security shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities Property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of the Guaranteed Obligations before all Guarantor Senior Indebtedness of such Guarantor is indefeasibly paid in full, 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 in trust for the benefit of and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in fullfull in cash, Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes To the extent any payment of this Article onlyGuarantor Senior Indebtedness (whether by or on behalf of any Issuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the words "cash, securities Guarantor Senior Indebtedness or other property" part thereof originally intended to be satisfied shall not be deemed to include shares of stock of the Company be reinstated and outstanding 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 or securities are subordinated in right of if such payment to all then outstanding Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Articlehad not occurred. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any ---------------------------------------------- distribution of assets of 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 the Company or to its creditors, as such, or to its assets, or or (b) any liquidation, dissolution or other winding up 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 other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive receive (1) payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash money or money's worth, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if anyother than a payment in Permitted Junior Securities) or interest (including any Liquidated Damages) on the Securities or on account of the purchasePrincipal Amount, redemption Issue Price, accrued Original Issue Discount, Redemption Price, cash in respect of the Purchase Price, cash in respect of a conversion, Change in Control Purchase Price or other acquisition interest, if any, in respect of the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, and (2) any payment or distribution of any kind or character, whether in cash, property or securitiessecurities (other than a payment or distribution in Permitted Junior Securities), which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event, including any such payment or distribution that 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. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than a payment or distribution in Permitted Junior Securities), including any such payment or distribution which may be payable or deliverable by reason of the payment of any other propertyindebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in fullfull 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 paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodianCustodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all 110 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, 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person 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 person upon the terms and conditions set forth in Article Seven 5 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person 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 case may be, shall, shall as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven5.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Companyany 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 marshaling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Indebtedness, in any other manner, of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash Indebtedness, or provision shall be made for such payment, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofthis Guarantee, any payment or distribution of any kind or character by or on behalf of such Guarantor (excluding Permitted Junior Securities) on account of the Indenture Obligations or for the acquisition, redemption or other purchase of any Indenture Obligations for cash, property or otherwise; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding Permitted Junior Securities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the provisions of this Article Fourteen 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 140 Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may be payable have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or deliverable represented by each, to the extent necessary to make payment in respect full in cash, Cash Equivalents or, as acceptable to the holders of the Securities such Guarantor Senior Indebtedness, in any other manner, of all such caseGuarantor Senior Indebtedness remaining unpaid, proceeding, dissolution, liquidation after giving effect to any concurrent payment or other winding up or event. In distribution to the holders of such Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 15.05, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, in respect of any of the obligations of such Guarantor under this Guarantee before all Guarantor Senior Indebtedness of such Guarantor is paid in full, and if such fact shall, at full or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderthereof provided for, then and in such event such payment or distribution (excluding Permitted Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in fullfull in cash, Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Seven Eight hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article Fifteen if the Person person formed by such consolidation or into which the Company is merged surviving entity of such merger or the person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in Article SevenEight hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Indebtedness is paid in full, 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 110 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, 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 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 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 Seven shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the 106 Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling marshalling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment and satisfaction in full in cash of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash Indebtedness, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premiumretain, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character (other than a payment or distribution in the form of Permitted Junior Securities) by such Guarantor on account of any of its Obligations on its Guarantee; and (1) any payment or distribution of assets of such Guarantor of any kind or character (other than a payment or distribution in the form of Permitted Junior Securities), 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 Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Guarantor Senior Indebtedness; and (2) in the event that, notwithstanding the foregoing provisions of this Section 10.06, the Trustee or the Holder of any Note shall have received any payment or distribution of assets of such Guarantor of any kind or character, 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 Securities any of its Obligations on its Guarantee before all Guarantor Senior Indebtedness of such Guarantor is paid and satisfied in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether full in cash, securities or other property, before all Senior Indebtedness is paid in full, 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 (other than a payment or distribution in the form of Permitted Junior Securities) shall be held by the recipient, in trust for the benefit of the holders of such Guarantor Senior Indebtedness and shall be immediately paid over or delivered forthwith to the trustee in bankruptcy, receiver, receiver liquidating trusteetrustee or agent, custodian, assignee, agent or other Person making payment or distribution of assets of the Company such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in full, full in cash after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance or transfer of all of its properties and assets (as an entirety or substantially as an entirety entirety) to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance or transfer such properties and assets (as an entirety or substantially as an entirety, as the case may be, ) shall, as a part of such consolidation, merger, conveyance merger or transfer, comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of the Company, Company (except in connection with the merger or consolidation of the Company or its liquidation or dissolution following the transfer of substantially all of its 92 -85- assets in accordance with Section 5.01 hereof) then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Indebtedness, in any other manner, of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash Indebtedness, or provision shall be made for such payment, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination provisions of this Article 10 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may be payable have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or deliverable represented by each, to the extent necessary to make payment in respect full in cash or Cash Equivalents or, as acceptable to the Holders of the Securities such Guarantor Senior Indebtedness of such Guarantor, in any other manner, of all such caseGuarantor Senior Indebtedness remaining unpaid, proceeding, dissolution, liquidation after giving effect to any concurrent payment or other winding up or event. In distribution to the holders of such Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.07, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, including, without limitation, by way of set-off or 93 -86- otherwise, in respect of any of its Obligations on its Guarantee before all Guarantor Senior Indebtedness of such Guarantor is paid in full, and if such fact shall, at full or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderthereof provided for, 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 such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in fullfull in cash, Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash money or money's worth, before the Holders of the Securities of any series are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securitiessuch series, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereofhereof, 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 Securities of any series in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder holder of any Security of any series shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or other propertysecurities, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, 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 110 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, securities property or other propertysecurities" 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, readjustment which shares of stock or securities are subordinated in right of payment to all then outstanding 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 Seven VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in Article SevenVIII.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors of any Guarantor or (d) any other marshaling marshalling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all such Senior Indebtedness in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofSubsidiary Guarantee of such Guarantor, any payment or distribution of any kind or character (other than Permitted Junior Securities) by such Guarantor on account of any obligations of such Guarantor under its Subsidiary Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may the Holders would be payable entitled but for the provisions of this Section 14 (other than Permitted Junior Securities) shall be paid by the liquidating trustee or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation agent or other winding up Person making such payment or event. In distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or the Credit Agreement Agent to the extent necessary to make payment in full in cash of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 14.02, the Trustee or the any Holder of any Security shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities property or securities, including, without limitation, by way of set-off or otherwise, in respect of any of the Obligations of any Guarantor pursuant to its Subsidiary Guarantee (other property, than Permitted Junior Securities) before all Senior Indebtedness is paid in full, 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 Holderfull 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 such Guarantor for application to the payment of all 110 such Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in fullfull in cash or, as acceptable to the holders of such Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution distribution, to or for the holders of such Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven this Agreement shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company such Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven14.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash Indebtedness, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premiumretain, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may the Holders or the Trustee would be payable entitled but for the subordination provisions of this Article 10 shall be paid by the liquidating trustee or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation agent or other winding up Person making such payment or event. In distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent pay- 116 -107- ment or distribution to the holders of such Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.06, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Guarantee before all Guarantor Senior Indebtedness of such Guarantor is paid in full, 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 Holderfull 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 such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in fullfull in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven.5 hereof. 117 -108-

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. ------------------------------------------ In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, arrangement, reorganization, liquidation, reorganization dissolution or other similar case or proceeding in connection therewiththerewith whether or not involving insolvency or bankruptcy, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding up of 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 marshaling of assets and or liabilities of any Guarantor (except in connection with the Companymerger or consolidation of a Guarantor or its liquidation or dissolution following the transfer of all or substantially all of its assets, upon the terms and conditions permitted under Article 5 of this Indenture) (all of the foregoing referred to herein individually as a "Guarantor Bankruptcy Proceeding" and collectively as "Guarantor Bankruptcy Proceedings"), then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment and satisfaction in full in cash of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness (including any interest accruing after the commencement of any such Bankruptcy Proceeding whether or not such interest is an allowable claim enforceable against the Company in cash any such proceeding) before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premiumretain, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind by such Guarantor on account of its Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may the Holders or the Trustee would be payable entitled but for the subordination provisions of this Article 11 shall be paid by the liquidating trustee or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation agent or other winding up Person making such payment or event. In distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 11.07, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of its Guarantee before all Guarantor Senior Indebtedness of such Guarantor is paid and satisfied in full, 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 Holderfull in cash, then and in such event such payment or distribution shall be held by the recipient in trust for the benefit of holders of such Guarantor Senior Indebtedness and shall be immediately paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution holders of assets of the Company for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, or their representative or representatives to the extent necessary to pay make payment in full of all such Guarantor Senior Indebtedness in full, remaining unpaid after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article only, ; (4) 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company such Guarantor with, or the merger of the Company such Guarantor with or into, another Person or the liquidation or dissolution of the Company such Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof and in this Article 11 shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 5 hereof if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven.5 hereof

Payment Over of Proceeds Upon Dissolution, Etc. of a Domestic Guarantor. -------------------------------------------------------------- In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Domestic Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Domestic Guarantor, whether voluntary or involuntary and whether or not 108 involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of any Domestic Guarantor (except in connection with the Companymerger or consolidation of a Domestic Guarantor 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 5.1 hereof), then and in any such event event: (1) the holders of all Domestic Guarantor Senior Indebtedness of such Domestic Guarantor shall be entitled to receive payment and satisfaction in full in cash or, as acceptable to the holders of such Domestic Guarantor Senior Indebtedness, in any other manner, of all amounts due or to become due on or in respect of all such Domestic Guarantor Senior Indebtedness in cash Indebtedness, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premiumretain, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofDomestic Guarantee of such Domestic Guarantor, any payment or distribution of any kind or character by such Domestic Guarantor on account of any of its Obligations on its Domestic Guarantee; and (2) any payment or distribution of assets of such Domestic Guarantor 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 subordination provisions of this Article 10 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Domestic Guarantor Senior Indebtedness of such Domestic Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Domestic Guarantor Senior Indebtedness may be payable have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Domestic Guarantor Senior Indebtedness held or deliverable represented by each, to the extent necessary to make payment in respect full in cash or, as acceptable to the holders of the Securities such Domestic Guarantor Senior Indebtedness 109 of such Domestic Guarantor, in any other manner, of all such caseDomestic Guarantor Senior Indebtedness remaining unpaid, proceeding, dissolution, liquidation after giving effect to any concurrent payment or other winding up or event. In distribution to the holders of such Domestic Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.6, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company such Domestic Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Domestic Guarantee before all Domestic Guarantor Senior Indebtedness of such Domestic Guarantor is paid and satisfied in full, and if such fact shall, at full in cash or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderand 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 holders of such Domestic Guarantor Senior Indebtedness and shall be immediately paid over or delivered forthwith to the liquidating trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, or agent or other Person making payment or distribution of assets of the Company such Domestic Guarantor for application to the payment of all 110 such Domestic Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Domestic Guarantor Senior Indebtedness in fullfull in cash or, as acceptable to the holders of such Domestic Guarantor Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Domestic Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company a Domestic Guarantor with, or the merger of the Company a Domestic Guarantor with or into, another Person or the liquidation or dissolution of the Company a Domestic Guarantor following the conveyance or transfer of all of its properties and assets (as an entirety or substantially as an entirety entirety) to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of 110 creditors or marshaling of assets and liabilities of the Company such Domestic Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance or transfer such properties and assets (as an entirety or substantially as an entirety, as the case may be, ) shall, as a part of such consolidation, merger, conveyance merger or transfer, transfer comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in 80 connection therewith, relative to the Company or to its creditors, as such, or to its assets, whether voluntary or involuntary or (bii) any liquidation, dissolution or other winding winding-up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (ciii) any general assignment for the benefit of creditors or any other marshaling marshalling of assets and or liabilities of the Company, then and in any such event event: (a) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become obligations due on or in respect of all Senior Indebtedness in (including Accrued Bankruptcy Interest) and all outstanding Letter of Credit Obligations cash collateralized, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, retain any payment or distribution of any kind or character on account of any of the Subordinated Obligations; and (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may the Holders or the Trustee would be entitled but for the provisions of this Article 11 (including any such distribution that is payable or deliverable in respect by reason of the Securities in payment of any such case, proceeding, dissolution, liquidation other Indebtedness of the Company being subordinated to the payment of the Notes) shall be paid by the liquidating trustee or agent or other winding up Person making such payment or event. In distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their Representative, 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 (c) in the event that, notwithstanding the foregoing provisions of this SectionSection 11.02, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of the Subordinated Obligations before all Senior Indebtedness is paid in full, 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 Holderfull 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 110 Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull in cash, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. 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 conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section Article 11 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any ---------------------------------------------- distribution of assets of 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 the Company or to its creditors, as such, or to its assets, or or (b) any liquidation, dissolution or other winding up 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 other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive receive (1) payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash money or money's worth, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if anyother than Permitted Junior Securities) or interest (including any Liquidated Damages) on the Securities or on account of the purchasePrincipal Amount, redemption Issue Price, accrued Original Issue Discount, Redemption Price, cash in respect of the Purchase Price, cash in respect of a conversion, Change in Control Purchase Price or other acquisition interest, if any, in respect of the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, and (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 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. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (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 propertyindebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in fullfull 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 paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodianCustodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all 110 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, 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person 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 person upon the terms and conditions set forth in Article Seven V shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person person formed by such consolidation consolida- tion 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 case may be, shall, shall as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven.V.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the CompanyGuarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the CompanyGuarantor, then and in any such event the holders of Senior Indebtedness Debt of the Guarantor shall first be entitled to receive payment in full of all amounts due or to become due on or in respect of all such Senior Indebtedness Debt, or provision shall be made for such payment in cash or cash equivalents, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account any other Guarantor Debt of the purchase, redemption or other acquisition of SecuritiesGuarantor, and to that end the holders of Senior Indebtedness Debt of the Guarantor shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Guarantor being subordinated to the payment of the Guarantor Debt, which may be payable or deliverable in respect of the Securities Guarantor Debt in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company Guarantor of any kind or character, whether in cash, securities property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any 107 other propertyindebtedness of the Guarantor being subordinated to the payment of the Guarantor Debt, before all Senior Indebtedness Debt of the Guarantor is paid in full, and if such fact shall, at full or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderthereof provided for, then and in such event such payment or distribution shall be held for the benefit of and, upon receipt by the Trustee of the notice set forth in Section 14.11, 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 Guarantor for application to the payment of all 110 Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt of the Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt of the Guarantor. For purposes of this Article only, the words "cash, securities property or other propertysecurities" shall not be deemed to include shares of stock of the Company Guarantor as reorganized or readjusted, or securities of the Company Guarantor as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by a plan of reorganization or readjustment, readjustment which shares of stock or securities are subordinated in right of payment to all then Senior Debt of the Guarantor which may at the time be outstanding Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Securities are Guarantor Debt is so subordinated as provided in this Article. The consolidation of the Company Guarantor with, or the merger of the Company Guarantor into, another Person or the liquidation or dissolution of the Company Guarantor following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions conditions, if any, set forth in Article Seven any Officers' Certificate or supplemental indenture creating any series of Securities shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entiretysurviving Person, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply complies with the conditions conditions, if any, set forth in Article Seventhe Officers' Certificate or supplemental indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of 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 the Company or to its creditors, as such, or to its assets, or or (b) any liquidation, dissolution or other winding up 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 other marshaling of assets and liabilities of the Company, then and in any such event event (1) the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash cash, before the Holders of the Securities are entitled to receive any payment on account of principal of (the Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price or premiuminterest, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received Securities; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, securities 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, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company being subordinated to the payment of the Securities, shall be paid by the liquidating trustee or agent or other propertyperson 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, if any, on the Senior Indebtedness held or represented by each, 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. In the event that, notwithstanding the foregoing provisions of this Section 10.02, the Trustee or the Holder of any Security shall receive any 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 Debt of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, shall then have been made known to the Trustee 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, custodianCustodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all 110 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 10 only, the words "cash, securities property or other propertysecurities" shall not be deemed to include shares of stock 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 readjustmentreadjustment the payment of which is subordinated, which shares of stock or securities are subordinated in right of payment at least to all then outstanding Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleArticle 10 with respect to the Securities, to the payment of all Senior Indebtedness which may at the time be outstanding; provided, however, that (i) Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) 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 person or the liquidation or dissolution of the that Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Seven 5 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 10.02 if the Person person formed by such consolidation or into which the Company is merged or the person which acquires by conveyance or transfer such properties and all or substantially all of the assets substantially as an entiretyof the Company, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven5.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewithproceeding, relative to the Company or to its creditors, as such, or to a substantial part of its assets, or (b) any proceeding for the liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit benefits of creditors or any other marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in cash money or money's worth, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities, on account of principal of (or premium, if any) , or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any 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 Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or securities, including any such payment or distribu tion which may be payable or deliverable by reason of the payment of any other propertyindebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in fullfull 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 oror such Holder, 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 110 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, securities property or other propertysecurities" shall not be deemed to include shares of stock securities 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 or securities are subordinated in right of payment to all then outstanding 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 all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, general assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all of such properties and assets substantially as an entiretyassets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenEight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewithproceeding, relative to the Company or to its creditors, as such, or to a substantial part of its assets, or (b) any proceeding for the liquidation, dissolution or other winding up of 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 marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses), or provision shall be made for such payment in cash or in a manner otherwise satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment on account Payment or Distribution in Respect of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account (other than payments of the purchaseamounts deposited prior to any such case, redemption proceeding, dissolution or other acquisition winding up or event in accordance with the defeasance provisions of SecuritiesArticle 7 hereof), and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any 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 Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Payment or Distribution in Respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event (other than payments of amounts deposited prior to any such case, proceeding, dissolution or other winding up or event in accordance with the defeasance provisions of Article 7 hereof), including any such payment or distribution which may be payable or deliverable by reason of assets the payment of any other indebtedness of the Company being subordinated to the payment of any kind or character, whether in cash, securities or other propertythe Securities, before all Senior Indebtedness (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses) is paid in fullfull or payment thereof provided for, and and, if (i) subject to Section 9.8, 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 HolderTrustee, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee holders of Senior Indebtedness or to a representative duly appointed by any such holder or holders of Senior Indebtedness unless otherwise required by law or court order or (ii) such fact shall have been made known to such Holder at any time before or after such payment, then and in bankruptcysuch event such Holder shall forthwith pay over and deliver such payment to the holders of Senior Indebtedness or to a representative duly appointed by any such holder or holders of such Senior Indebtedness unless otherwise required by law or court order, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company in either such case for application to the payment of all 110 Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness (including, without limitation, all Allowed and Disallowed Post- Commencement Interest and Expenses) 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, 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 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 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 Seven 4 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven4.

Payment Over of Proceeds Upon Dissolution, Etc. In Subject to the rights of the Holders of the Securities pursuant to the Pledge Agreement, upon any distribution of assets of 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 the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of 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 marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive (1) payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash money or money's worth, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if anyother than Permitted Junior Securities) or interest (including any Liquidated Damages) on the Securities or on account of the purchasePrincipal Amount, redemption Issue Price, Redemption Price, cash in respect of the Purchase Price, Change in Control Purchase Price or other acquisition contingent interest, if any, in respect of the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, (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 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. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Securities and except, in each case, for payments made from funds then held pursuant to the Pledge Agreement for the benefit of Holders of the Securities), including any such payment or distribution which may be payable or deliverable by reason of the payment of any other propertyindebtedness of the Company being subordinated to the payment of the Securities, before all Senior Indebtedness is paid in fullfull 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 paid over or delivered forthwith by the person holding such funds to the trustee in bankruptcy, receiver, liquidating trustee, custodianCustodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all 110 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, 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person 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 person upon the terms and conditions set forth in Article Seven 5 shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person 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 case may be, shall, shall as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven5.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of 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 marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in with respect of to all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash money or money's worth, before the Holders of the Securities are entitled to receive any payment on account of principal of (Principal or premiumrepurchase price, if any) , of or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of SecuritiesNotes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in with respect of to the Securities Notes in any such case, proceeding, dissolutionliquidation, liquidation dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this SectionSection 10.2, the Trustee or the any Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or other propertysecurities, before all Senior Indebtedness is paid in full, and if such fact shall, at full or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderthereof provided for, then and in such event such payment or distribution shall be held in trust by such recipient and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application in the form received to the payment of all 110 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, 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 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 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 Seven 4 shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section 10.2 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 case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven4.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency payment or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up distribution of assets of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment Guarantor for the benefit of creditors or any other creditors, marshaling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the CompanyGuarantor (each such event herein sometimes referred to as a "Guarantor Proceeding"), then except in connection with the consolidation or merger of the Guarantor or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety, upon the terms and conditions described in any such event Article Eight of the Base Indenture, the holders of Guarantor Senior Indebtedness shall first be entitled to receive payment in full full, in cash or cash equivalents, of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash before the Holders of the Securities any Note are entitled to receive any payment on account of principal of (or of, and premium, if any) , or interest (including any Liquidated Damages) on the Securities Notes or on account of the purchase, purchase or redemption or other acquisition of SecuritiesNotes by the Guarantor ("Guarantor Securities Payment"), and to that end the holders of Guarantor Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, securities which may be payable or deliverable in respect of the Securities Notes in any such case, proceeding, dissolution, liquidation or other winding up or eventGuarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 8.3, the Trustee or the Holder of any Security Note shall have received any payment or distribution of or assets of the Company Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, before all the Guarantor Senior Indebtedness is paid in full, 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 in trust for the holders of Guarantor Senior Indebtedness and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of the Company Guarantor for application to the payment of all 110 the Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all the Guarantor Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of the Guarantor Senior Indebtedness. For purposes of this Article 8 only, the words "any payment or distribution of any kind of character" and "cash, securities property or other propertysecurities" shall not be deemed to include shares a payment or distribution of stock of the Company as reorganized equity or readjusted, or subordinated securities of the Company or any other corporation Guarantor provided for by a plan of reorganization or readjustmentreadjustment or of any other corporation provided for by such plan of reorganization or readjustment that, which shares in the case of stock or securities subordinated securities, are subordinated in right of payment to all then outstanding Guarantor Senior Indebtedness to substantially at least the same extent asas the Notes, or to a greater extent thanas the case may be, 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 Seven shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven8.

Payment Over of Proceeds Upon Dissolution, Etc. OF A GUARANTOR. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling marshalling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash Indebtedness, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premiumretain, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may the Holders would be payable entitled but for the subordination provi- sions of this Article X shall be paid by the liquidating trustee or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation agent or other winding up Person making such payment or event. In distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.6, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Guarantee before all Guarantor Senior Indebtedness of such Guarantor is paid in full, 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 Holderfull 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 such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in fullfull in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven VII hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article X if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article SevenVII hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling of assets and liabilities of 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")until the holders of Senior Indebtedness Obligations have received and retained Payment in Full of all Senior Obligations (including any interest accruing on or after the filing of any Proceeding relating to the Company, whether or not allowed in such Proceeding), the Noteholders shall not be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, on account of any of the Obligations in respect of the Notes or on account of any purchase or other acquisition of Notes (including any repurchase of any Notes made or required to be made in connection with a Change of Control Offer, an Excess Proceeds Offer or otherwise) by the Company or any Subsidiary of the Company (all such payments, distributions, purchases, repurchases and acquisitions herein referred to, individually and collectively, as a "NOTES PAYMENT"), and to that end each Administrative Agent on behalf of the holders of Senior Obligations, as their interests may appear, shall be entitled to receive, for application to the payment thereof, any Notes Payment which may be payable or deliverable in respect of any of the Securities Obligations in respect of the Notes in any such caseProceeding. The failure to make any payment on the Notes by reason of the provisions of this Section 11.2 will not be construed as preventing the occurrence of an Event of Default with respect to the Notes arising from any such failure to make payment. Upon termination of any Payment Blockage Period the Company shall resume making any and all required payments in respect of the Notes, proceeding, dissolution, liquidation including any missed payments unless such payments are otherwise prohibited pursuant to the terms of Sections 10 or other winding up or event11. In the event that, notwithstanding the foregoing provisions of this SectionSection 11.2, the Trustee or the Holder of any Security Noteholder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, Notes Payment before all Senior Indebtedness is paid Obligations are Paid in full, 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 HolderFull, then and in such event (i) such payment or distribution Notes Payment shall be paid over or delivered forthwith to the Administrative Agents or, if otherwise required by applicable law, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of the Company Company, in each case for the application to the payment Payment in Full of all 110 Senior Indebtedness Obligations remaining unpaid, to the extent necessary to pay Pay in Full all such Senior Indebtedness in fullObligations, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessObligations, and (ii) until so turned over, the same shall be held in trust by such Noteholder as the property of each Administrative Agent and the holders of the Senior Obligations. For purposes of this Article Section 11 only, the words "any payment or distribution of any kind or character, whether in cash, securities property or other propertysecurities" shall not be deemed to include shares a payment or distribution of stock or other securities or Indebtedness 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, 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 shares of stock or securities or Indebtedness are subordinated in right of payment to all then outstanding Guarantor Senior Indebtedness Obligations and Senior Obligations to substantially the same extent as, or to a greater extent than, the Securities Notes are so subordinated as provided in this ArticleSection 11. The merger or consolidation of another Person into 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 Seven Section 7.7 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section 11.2 if the Person formed by such merger or consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply complies with the conditions set forth in Article SevenSection 7.7.

Payment Over of Proceeds Upon Dissolution, Etc. OF A SUBSIDIARY GUARANTOR. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Subsidiary Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of the Companyany Subsidiary Guarantor, then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness Debt of such Subsidiary Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Debt, in any other manner, of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash Debt, or provision shall be made for such payment, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofSubsidiary Guarantee of such Subsidiary Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its obligations on its Guarantee; and (2) any payment or distribution of assets of such Subsidiary Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination provisions of this Article 10 shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Debt of such Subsidiary Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Debt may be payable have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Debt held or deliverable represented by each, to the extent necessary to make payment in respect full in cash, Cash Equivalents or, as acceptable to the holders of the Securities such Guarantor Senior Debt, in any other manner, of all such caseGuarantor Senior Debt remaining unpaid, proceeding, dissolution, liquidation after giving effect to any concurrent payment or other winding up or event. In distribution to the holders of such Guarantor Senior Debt; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.07, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company such Subsidiary Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Subsidiary Guarantee before all Guarantor Senior Indebtedness Debt of such Subsidiary Guarantor is paid in full, and if such fact shall, at full or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderthereof provided for, 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 100 109 payment or distribution of assets of the Company such Subsidiary Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness Debt in fullfull in cash, Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Debt, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this ArticleDebt. The consolidation of the Company a Subsidiary Guarantor with, or the merger of the Company a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Subsidiary Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any payment or distribution of assets of the event of Corporation to creditors upon (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, Corporation or to its assets, or (b) any liquidation, dissolution or other winding up of the CompanyCorporation, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and or liabilities of the CompanyCorporation, then and in any such event specified in clause (a), (b) or (c) above (each such event, if any, herein sometimes being referred to as a "Proceeding"): (a) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts due on or to become due on or in respect of all Senior Indebtedness in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be securities (including any payment or distribution otherwise payable or deliverable in respect to Holders of the Securities in respect of any indebtedness of the Corporation subordinated to the Securities, such casepayment or distribution being hereinafter referred to as a "Junior Subordinated Payment"), proceedingon account of the principal of or interest on the Securities or on account of any purchase, dissolution, liquidation redemption or other winding up acquisition of Securities by the Corporation, any Subsidiary of the Corporation, the Trustee or eventany Paying Agent (all such payments, distributions, purchases, redemptions and acquisitions, whether or not in connection with a Proceeding, being herein referred to, individually and collectively, as "Securities Payment"); and (b) any payment or distribution of assets of the Corporation of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders of the Securities or the Trustee would be entitled but for the provisions of this Article (including, without limitation, any Junior Subordinated Payment) 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 to the holders of such Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received in connection with any payment or distribution of assets of the Company of Proceeding any kind or character, whether in cash, securities or other property, Securities Payment before all Senior Indebtedness is paid in full, and if such fact shall, at full or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderthereof provided for in cash, then and in such event such payment or distribution Securities Payment shall be held in trust for the benefit of the holders of the Senior Indebtedness and shall be paid over or delivered forthwith to the trustee in bankruptcyor trustees under any indenture pursuant to which such Senior Indebtedness may have been issued, receiveror, liquidating trusteeif there is no such trustee or trustees, custodian, assignee, agent or other Person making payment or distribution of assets to the holders of the Company Senior Indebtedness, for application to the payment of all 110 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 such Senior Indebtedness. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, securities property or other propertysecurities" shall not be deemed to include shares a payment or distribution of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation Corporation provided for by a plan of reorganization or readjustment, 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 shares of stock is or which 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 Securities are so subordinated as provided in this Article. The consolidation of the Company Corporation with, or the merger of the Company Corporation into, another Person or the liquidation or dissolution of the Company Corporation following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven XI shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company Corporation is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenXI.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling of assets and or liabilities of the Company, then and in any such event event: (1) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or in any other manner acceptable to the requisite holders of Designated Senior Indebtedness, of all amounts due or to become due on or in respect of all Senior Indebtedness in cash Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Junior Securities) on account of the principal of (or of, premium, if any) , or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption redemption, defeasance or other acquisition of Securities, and to that end or in respect of the Securities (including any payment or other distribution which may be received from the holders of Senior Subordinated Indebtedness shall be entitled to receive, for application to the as a result of any payment thereof, on such Subordinated Indebtedness); 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 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 be payable or deliverable in respect have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Securities Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents or in any other manner acceptable to the requisite holders of Designated Senior Indebtedness, 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 or event. In 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 payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or securities, in respect of principal, premium, if any, and interest on the Securities or on account of the purchase, redemption, defeasance or other property, acquisition of or in respect of the Securities before all Senior Indebtedness is paid in full, 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 (excluding Permitted Junior Securities) (including any payment or other distribution which may be received from the holders of Subordinated Indebtedness as a result of any payment on such Subordinated Indebtedness) 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 110 Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull in cash or Cash Equivalents or in any other manner acceptable to the requisite holders of Designated Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness and until so paid shall be held in trust for the benefit of the holders of Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation 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 sale, assignment, conveyance, transfer, lease or transfer other disposal of its all or substantially all of the Company's properties and or assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance sale, assignment, conveyance, transfer, lease or transfer such other disposal of all or substantially all of the Company's properties and assets substantially as an entiretyor assets, as the case may be, shall, as a part of such consolidation, merger, conveyance sale, assignment, conveyance, transfer, lease or transferother disposal, comply with the conditions set forth in Article Seven.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of No Payment in Certain Circumstances (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of a Guarantor of any kind or character, whether in cash, property or securities, which may be payable to creditors upon any total or deliverable in respect of the Securities in any such casepartial liquidation, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Indebtedness is paid in full, 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 110 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, 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 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 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 Seven shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Debt of such Guarantor (including interest after the commencement of any such proceeding at the rate specified in the applicable Guarantor Senior Debt whether or not such interest is an allowed claim in such proceeding) shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, before any payment or distribution of any kind or character is made by or on behalf of the Guarantor on account of any Obligations on its Guarantee or for the acquisition of any of the Securities for cash or property or otherwise (except that holders of the Securities may receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, a Guarantor of any Obligations on the Securities upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Debt of the Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of a Guarantor of any kind or character, whether in cash, property or securities (excluding any Defeasance Trust Payment), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all Obligations in respect of the Guarantor Senior Debt of such Guarantor are paid in full in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (c) To the extent any payment of Guarantor Senior Debt of a Guarantor (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment has not occurred. (d) The consolidation of a Guarantor with, or the merger of a Guarantor with or into, another corporation or the liquidation or dissolution of a Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding- up, liquidation or reorganization for the purposes of this Section 12.02 if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article SevenFive.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (1) the holders of all Senior Indebtedness Debt of such Guarantor shall be entitled to receive indefeasible payment in full in cash of all amounts due or to become due on or in respect of all such Senior Indebtedness in cash Debt before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character (other than payment or distribution from the trust described in Section 9.01 or Section 9.04) by such Guarantor on account of any of the Obligations of such Guarantor under its Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may the Holders or the Trustee would be payable entitled but for the subordination provisions of this Article 11 shall be paid by the liquidating trustee or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation agent or other winding up Person making such payment or event. In distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Debt of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Debt held or represented by each, to the extent necessary to make payment in full in cash of all such 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 SectionSection 11.02, the Trustee or the any Holder of any Security shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities Property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of the Obligations of any Guarantor pursuant to its Guarantee before all Senior Indebtedness Debt of such Guarantor is indefeasibly paid in full, 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 such Guarantor for application to the payment of all 110 such Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all of such Senior Indebtedness Debt in fullfull in cash or, as acceptable to the holders of such Senior Debt, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this ArticleDebt. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 11 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Indebtedness, in any other manner, of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash Indebtedness, or provision shall be 93 -85- made for such payment, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may the Holders or the Trustee would be payable or deliverable in respect of entitled but for the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing subordination provisions of this Section, Article 10 shall be paid by the Trustee liquidating trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities agent or other property, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of Person making 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 whether a trustee in bankruptcy, receivera receiver or liquidating trustee or otherwise, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application directly to the payment holders of all 110 Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaidunpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to pay all make payment in full in cash, Cash Equivalents or, as acceptable to the Holders of such Guarantor Senior Indebtedness of such Guarantor, in fullany other manner, of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. ; and (3) The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. --------------------------------- In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of any Guarantor (except in connection with the Companymerger or consolidation of the Issuers 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), then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness in cash before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premiumretain, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which may the Holders or the Trustee would be payable entitled but for the subordination provisions of this Article 10 shall be paid by the liquidating trustee or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation agent or other winding up Person making such payment or event. In distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution, or provision thereof, to the holders of such Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.07, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Guarantee before all Guarantor Senior Indebtedness of such Guarantor is paid and satisfied in full, 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, 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 such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in full, full in cash after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. --------------------------------------------------------------- In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company any Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of the Companyany Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshaling of assets and or liabilities of the Companyany Guarantor, then and in any such event event: (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive indefeasible payment and satisfaction in full in cash, of all amounts due or to become due on or in respect of all such Guarantor Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in cash the applicable Guarantor Senior Indebtedness, whether or not an allowed claim), of such Guarantor before the Holders of the Securities are entitled to receive any payment on account of principal of (or premiumretain, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application pursuant to the payment thereofGuarantee of such Guarantor, any payment or distribution of any kind or character (other than payment or distribution from the trust described in Section 9.04) by such Guarantor on account of any of the Guaranteed Obligations; and (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property Property or securities, by set-off or otherwise, to which may the Holders or the Trustee would be payable entitled but for the subordination provisions of this Article 10 shall be paid by the liquidating trustee or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation agent or other winding up Person making such payment or event. In distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably ac- cording to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make indefeasible payment in full in cash of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.10, the Trustee or the any Holder of any Security shall have received any payment or distribution of assets of the Company such Guarantor of any kind or character, whether in cash, securities Property or other propertysecurities, including, without limitation, by way of set-off or otherwise, in respect of any of the Guaranteed Obligations before all Guarantor Senior Indebtedness of such Guarantor is indefeasibly paid in full, 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 in trust for the benefit of and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company such Guarantor for application to the payment of all 110 such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in fullfull in cash, Cash Equivalents or, as acceptable to the holders of such Guarantor Senior Indebtedness, any other manner, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Indebtedness. For purposes To the extent any payment of this Article onlyGuarantor Senior Indebtedness (whether by or on behalf of any Issuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the words "cash, securities Guarantor Senior Indebtedness or other property" part thereof originally intended to be satisfied shall not be deemed to include shares of stock of the Company be reinstated and outstanding 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 or securities are subordinated in right of if such payment to all then outstanding Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Articlehad not occurred. The consolidation of the Company a Guarantor with, or the merger of the Company a Guarantor with or into, another Person or the liquidation or dissolution of the Company a Guarantor following the conveyance conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Seven 5 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company such Guarantor for the purposes of this Section Article 10 if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in such Article Seven5 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash money or money's worth, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premium, if any) , or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of SecuritiesNotes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or other propertysecurities, before all Senior Indebtedness is paid in fullfull 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 paid over or delivered by the Trustee or the Holder, as the case may be, 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 110 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, securities property or other propertysecurities" 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 or securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities 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 Seven Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenEight.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of SMS 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 the Company SMS or to its creditors, as such, or to its assets, or or (b) any liquidation, dissolution or other winding up of the CompanySMS, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or or (c) any assignment for the benefit of creditors or any other marshaling marshalling of assets and liabilities of the CompanySMS, then and in any such event the holders of SMS Senior Indebtedness shall be entitled to receive receive (1) payment in full of all amounts due or to become due on or in respect of all SMS Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash money or money's worth, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if anyother than SMS Permitted Junior Securities) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition SMS Allocable Payment Obligation in respect of the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, and (2) any payment or distribution of any kind or character, whether in cash, property or securitiessecurities (other than SMS Permitted Junior Securities), which may be payable or deliverable in to respect of the Securities SMS Allocable Payment Obligation 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 SMS being subordinated to the payment of the SMS Allocable Payment Obligation. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company SMS of any kind or character, whether in cash, property or securities (other than SMS Permitted Junior Securities), including any such payment or distribution which may be payable or deliverable by reason of the payment of any other propertyindebtedness of SMS being subordinated to the payment of the SMS Allocable Payment Obligation, before all SMS Senior Indebtedness is paid in fullfull 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 paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodianCustodian, assignee, agent or other Person making payment or distribution of assets of the Company SMS for application to the payment of all 110 SMS Senior Indebtedness remaining unpaid, to the extent necessary to pay all SMS Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of SMS Senior Indebtedness. For purposes of this Article 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 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 Securities are so subordinated as provided in this Article. The consolidation of the Company SMS with, or the merger of the Company SMS into, another Person person or the liquidation or dissolution of the Company SMS following the conveyance or transfer of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Seven 5A shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling marshalling of assets and liabilities of the Company SMS for the purposes of this Section if the Person person formed by such consolidation or into which the Company SMS is merged or the person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, shall as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Seven.5A.

Payment Over of Proceeds Upon Dissolution, Etc. 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 the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of 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 marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Debt in cash or other payment satisfactory to the holders of Senior Debt before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) any premium or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of SecuritiesSecurities 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 the holders of Senior Indebtedness 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 thereof, 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 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. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities property or other propertysecurities, before all Senior Indebtedness Debt is paid in full, and if such fact shall, at full in cash or prior other payment satisfactory to the time holders of such payment or distribution, have been made known to the Trustee or, as the case may be, such HolderSenior Debt, 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 110 Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. For purposes of this Article only, the words "cash, securities property or other propertysecurities" 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, readjustment which shares of stock or securities are subordinated in right of payment to all then Senior Debt which may at the time be outstanding Senior Indebtedness 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 Seven 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 Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article SevenEight.