Common use of Payment Over of Proceeds Upon Dissolution of the Guarantor, etc Clause in Contracts

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, relative to any Guarantor or its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntary, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event (1) all amounts due or to become due on or in respect of the Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior Payments) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments), set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) of all Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Guarantor 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments), in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness), then and in such event such payment or distribution (excluding Permitted Guarantor Junior Payments) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Guarantor Indebtedness for application to the payment of all Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) after giving effect to any concurrent payment or distribution to or for the holders of Senior Guarantor Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, relative to any Guarantor or to its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntary, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event: (1) the holders of Senior Guarantor Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the all Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding securities of any Guarantor or any other corporation that are equity securities or are subordinated in right of payment to all Senior Guarantor Indebtedness, that may be outstanding, to substantially the same extent as, or to a greater extent than, the Guarantees are so subordinated as provided in this Article ("Permitted Guarantor Junior PaymentsSecurities")) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) of all Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Guarantor 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Guarantor Junior PaymentsSecurities) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other Person making payments or distributions of Senior assets of such Guarantor Indebtedness for application to the payment of all Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) after giving effect to any concurrent payment or distribution to or for the holders of Senior Guarantor Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, relative to any Guarantor or its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntary, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event (1) all amounts due or to become due on or in respect of the Senior Guarantor Indebtedness Debt shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior Payments) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments), set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Indebtedness Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Guarantor Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Guarantor Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt) of all Senior Guarantor Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Guarantor IndebtednessDebt; 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments), in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Senior Guarantor Indebtedness Debt is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor IndebtednessDebt), then and in such event such payment or distribution (excluding Permitted Guarantor Junior Payments) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Guarantor Indebtedness Debt for application to the payment of all Senior Guarantor Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness Debt in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt) after giving effect to any concurrent payment or distribution to or for the holders of Senior Guarantor IndebtednessDebt. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceedingproceeding in connection therewith, relative to any Guarantor or its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event (1) all amounts due or to become due on or in respect of the Senior Guarantor Indebtedness Debt shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior Payments) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously mademade or set aside, in either case, pursuant to the provisions of Sections 402 15.2 and 403 15.3 of this Indenture); and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments), set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Indebtedness Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Guarantor Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Guarantor Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt) of all Senior Guarantor Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Guarantor IndebtednessDebt; 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments), in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Senior Guarantor Indebtedness Debt is paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt), then and in such event such payment or distribution (excluding Permitted Guarantor Junior Payments) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Guarantor Indebtedness Debt for application to the payment of all Senior Guarantor Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness Debt in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt) after giving effect to any concurrent payment or distribution to or for the holders of Senior Guarantor IndebtednessDebt. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceedingproceeding in connection therewith, relative to any Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event: (1) the holders of Guarantor Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or in any other form as acceptable to the holders of Guarantor Senior Indebtedness of all amounts due or to become due on or in respect of the all Guarantor Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) , before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior PaymentsSecurities) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture)Guarantor; and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Senior Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Guarantor Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or Cash Equivalents or in any other form as otherwise agreed acceptable to by the holders of Guarantor Senior Guarantor Indebtedness) Indebtedness of all Guarantor Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Guarantor 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments)securities, in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Guarantor Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Guarantor Junior PaymentsSecurities) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of Senior assets of such Guarantor Indebtedness for application to the payment of all Guarantor Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Guarantor Senior Guarantor Indebtedness in full in cash (or Cash Equivalents or in any other form as otherwise agreed acceptable to by the holders of Guarantor Senior Guarantor Indebtedness) Indebtedness after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Guarantor Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its all or substantially all of such Guarantor’s properties and or assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of such Guarantor’s properties and assets substantially as an entiretyassets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, disposal comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceedingproceeding in connection therewith, relative to any Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event: (1) the holders of Guarantor Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or in any other form as acceptable to the holders of Guarantor Senior Indebtedness of all amounts due or to become due on or in respect of the all Guarantor Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) , before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior PaymentsSecurities) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture)Guarantor; and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Senior Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Guarantor Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or Cash Equivalents or in any other form as otherwise agreed acceptable to by the holders of Guarantor Senior Guarantor Indebtedness) Indebtedness of all Guarantor Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Guarantor 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments)securities, in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Guarantor Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Guarantor Junior PaymentsSecurities) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of Senior assets of such Guarantor Indebtedness for application to the payment of all Guarantor Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Guarantor Senior Guarantor Indebtedness in full in cash (or Cash Equivalents or in any other form as otherwise agreed acceptable to by the holders of Guarantor Senior Guarantor Indebtedness) Indebtedness after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Guarantor Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its all or substantially all of such Guarantor's properties and or assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of such Guarantor's properties and assets substantially as an entiretyassets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, disposal comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceedingproceeding in connection therewith, relative to any Guarantor (or to its creditors, as such) or to its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event: (1) the holders of Guarantor Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the all Guarantor Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Securities of any Guarantor as reorganized or readjusted or Securities of such Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which are subordinated in right of payment to all Guarantor Senior Indebtedness that may be outstanding, at least to the same extent as, or to a greater extent than, the Guarantees are so subordinated as provided in this Article ("Permitted Guarantor Junior PaymentsSecurities")) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination provisions of this Article shall be paid by the liquidating trustee or agent or other Person 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 Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Guarantor Senior Guarantor Indebtedness held or represented by each, each to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) of all Guarantor Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Guarantor Indebtedness; and (3) in the event thatif, 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously made, in either case pursuant to Sections 402 and 403 of this Indenture) before all Guarantor Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Guarantor Junior PaymentsSecurities) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other person, making payments or distributions of Senior assets of such Guarantor Indebtedness for application to the payment of all Guarantor Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Guarantor Senior Guarantor Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Guarantor Indebtedness; and (4) the Trustee shall execute and deliver to any Senior Representative all such further instruments as shall be reasonably requested confirming the subordination of the Guarantees pursuant to this Article Fourteen. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person person formed by such consolidation or the surviving entity of such merger or the Person person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with agree to be bound by the subordination provisions contained in Article Fourteen of this Indenture and each of the conditions set forth in Article EightSection 801 (as in effect on the date hereof) shall have been satisfied in full.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceedingproceeding in connection therewith, relative to any Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event: (1) the holders of Senior Guarantor 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 Guarantor Indebtedness, of all amounts due or to become due on or in respect of the Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Guarantor Indebtedness) , before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior PaymentsSecurities) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trusteeprincipal of, premium, if any, or payments previously madeinterest on the Securities or on account of the purchase, redemption, defeasance or other acquisition of or in either case, pursuant to respect of the provisions Securities (including any payment or other distribution which may be received from the holders of Sections 402 and 403 Subordinated Indebtedness as a result of this Indentureany payment on such Subordinated Indebtedness); and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed Cash Equivalents or in any other manner acceptable to by the requisite holders of Designated Senior Guarantor Indebtedness) , of all Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Guarantor 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments)securities, in respect of any principal, premium, if any, and interest on he Securities or on account of the obligations purchase, redemption, defeasance or other acquisition of such Guarantor under or in respect of the Guarantee of such Guarantor Securities before all Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Guarantor Junior PaymentsSecurities) shall (including any payment or other distribution which may be held in trust for received from the benefit of, and holders of Subordinated Indebtedness as a result of any payment on such Subordinated Indebtedness) shall be paid over or delivered forthwith toto the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of Senior assets of Guarantor Indebtedness for application to the payment of all Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness in full in cash (or as otherwise agreed Cash Equivalents or in any other manner acceptable to by the requisite holders of Designated Senior Guarantor Indebtedness) , after giving effect to any concurrent payment or distribution to or for the holders of Senior Guarantor Indebtedness and until so paid shall be held in trust for the benefit of the holders of Senior Guarantor Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of its properties and or assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.another

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceedingproceeding in connection therewith, relative to any Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event: (1) the holders of Guarantor Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or in any other form as acceptable to the holders of Guarantor Senior Indebtedness of all amounts due or to become due on or in respect of the all Guarantor Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) , before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior PaymentsSecurities) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); andGuarantor; (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), set-off by setoff or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Senior Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate segregated amounts remaining unpaid on account of the Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or Cash Equivalents or in any other form as otherwise agreed acceptable to by the holders of Guarantor Senior Guarantor Indebtedness) Indebtedness of all Guarantor Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Guarantor 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments)securities, in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Guarantor Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Guarantor Junior PaymentsSecurities) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of Senior assets of such Guarantor Indebtedness for application to the payment of all Guarantor Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Guarantor Senior Guarantor Indebtedness in full in cash (or Cash Equivalents or in any other form as otherwise agreed acceptable to by the holders of Guarantor Senior Guarantor Indebtedness) Indebtedness after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Guarantor Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its all or substantially all of such Guarantor's properties and or assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of such Guarantor's properties and assets substantially as an entiretyassets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, disposal comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceedingproceeding in connection therewith, relative to any Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event: (1) the holders of Guarantor Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or in any other form as acceptable to the holders of Guarantor Senior Indebtedness of all amounts due or to become due on or in respect of the all Guarantor Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) , before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior PaymentsSecurities) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture)Guarantor; and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Senior Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Guarantor Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or Cash Equivalents or in any other form as otherwise agreed acceptable to by the holders of Guarantor Senior Guarantor Indebtedness) Indebtedness of all Guarantor Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Guarantor 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments)securities, in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Guarantor Senior Guarantor Indebtedness indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Guarantor Junior PaymentsSecurities) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of Senior assets of such Guarantor Indebtedness for application to the payment of all Guarantor Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Guarantor Senior Guarantor Indebtedness in full in cash (or Cash Equivalents or in any other form as otherwise agreed acceptable to by the holders of Guarantor Senior Guarantor Indebtedness) Indebtedness after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Guarantor Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its all or substantially all of such Guarantor’s properties and or assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of such Guarantor’s properties and assets substantially as an entiretyassets, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, disposal comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceedingproceeding in connection therewith, relative to any a Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any a Guarantor, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any a Guarantor, then and in any such event: (1) the holders of Senior Guarantor 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 Guarantor Indebtedness, of all amounts due or to become due on or in respect of the Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Guarantor Indebtedness) , before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior PaymentsSecurities) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trusteeprincipal of, premium, if any, or payments previously madeinterest on the Securities or on account of the purchase, redemption, defeasance or other acquisition of or in either case, pursuant to respect of the provisions Securities (including any payment or other distribution which may be received from the holders of Sections 402 and 403 Subordinated Indebtedness as a result of this Indentureany payment on such Subordinated Indebtedness); and (2) any payment or distribution of assets of any such Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed Cash Equivalents or in any other manner acceptable to by the requisite holders of Designated Senior Guarantor Indebtedness) , of all Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Guarantor 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 any such Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments)securities, in respect of any principal, premium, if any, and interest on he Securities or on account of the obligations purchase, redemption, defeasance or other acquisition of such Guarantor under or in respect of the Guarantee of such Guarantor Securities before all Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Guarantor Junior PaymentsSecurities) shall (including any payment or other distribution which may be held in trust for received from the benefit of, and holders of Subordinated Indebtedness as a result of any payment on such Subordinated Indebtedness) shall be paid over or delivered forthwith toto the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of Senior assets of such Guarantor Indebtedness for application to the payment of all Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness in full in cash (or as otherwise agreed Cash Equivalents or in any other manner acceptable to by the requisite holders of Designated Senior Guarantor Indebtedness) , after giving effect to any concurrent payment or distribution to or for the holders of Senior Guarantor Indebtedness and until so paid shall be held in trust for the benefit of the holders of Senior Guarantor Indebtedness. The consolidation of any a Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of its properties and or assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 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 such Guarantor for the purposes of this Section 2.17 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entiretyor assets, as the case may be, shall, shall as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease lease, or other disposal, disposal comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceedingproceeding in connection therewith, relative to any Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntaryinvoluntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event: (1) the holders of Senior Guarantor 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 Guarantor Indebtedness, of all amounts due or to become due on or in respect of the Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of all Senior Guarantor Indebtedness) , before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior PaymentsSecurities) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trusteeprincipal of, premium, if any, or payments previously madeinterest on the Securities or on account of the purchase, redemption, defeasance or other acquisition of or in either case, pursuant to respect of the provisions Securities (including any payment or other distribution which may be received from the holders of Sections 402 and 403 Subordinated Indebtedness as a result of this Indentureany payment on such Subordinated Indebtedness); and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed Cash Equivalents or in any other manner acceptable to by the requisite holders of Designated Senior Guarantor Indebtedness) , of all Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Guarantor 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments)securities, in respect of any principal, premium, if any, and interest on he Securities or on account of the obligations purchase, redemption, defeasance or other acquisition of such Guarantor under or in respect of the Guarantee of such Guarantor Securities before all Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Guarantor Junior PaymentsSecurities) shall (including any payment or other distribution which may be held in trust for received from the benefit of, and holders of Subordinated Indebtedness as a result of any payment on such Subordinated Indebtedness) shall be paid over or delivered forthwith toto the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of Senior assets of Guarantor Indebtedness for application to the payment of all Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness in full in cash (or as otherwise agreed Cash Equivalents or in any other manner acceptable to by the requisite holders of Designated Senior Guarantor Indebtedness) , after giving effect to any concurrent payment or distribution to or for the holders of Senior Guarantor Indebtedness and until so paid shall be held in trust for the benefit of the holders of Senior Guarantor Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of its properties and or assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 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 such Guarantor for the purposes of this Section 2.17 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entiretyor assets, as the case may be, shall, shall as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease lease, or other disposal, disposal comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, relative to any Guarantor or its assets, or (b) any liquidation, dissolution or other winding up The holders of any Guarantor, whether voluntary or involuntary, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event (1) all amounts due or to become due on or in respect of the Senior Guarantor Indebtedness shall first be paid entitled to receive payment in full in cash or Cash Equivalents of all obligations due in respect of all Senior Guarantor Indebtedness (including interest after the commencement of any bankruptcy, reorganization, insolvency, receivership or similar proceeding whether or not allowed or allowable as otherwise agreed to by a claim in any such preceding at the holders of rate specified in the applicable Senior Guarantor Indebtedness) before the Holders of the Securities are will be entitled to receive any direct or indirect payment or distribution of any kind or character (excluding Permitted Guarantor Junior Payments) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously madeGuarantor, in either case, pursuant the event of any distribution to the provisions creditors of Sections 402 and 403 such Guarantor: (1) in a liquidation or dissolution of this Indenture); anda Guarantor: (2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to a Guarantor or its property; (3) in an assignment for the benefit of creditors; or (4) in any marshalling of a Guarantor's assets and liabilities. (b) Any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities securities, which may be payable or deliverable on account of the Guarantee of a Guarantor in any case, proceeding, dissolution, liquidation or other winding up or event of the type referred to in clauses (excluding Permitted Guarantor Junior Payments), set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination provisions 1) through (4) in paragraph (a) of this Article Section 1417, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of a Guarantor which is subordinated to the payment on account of the Guarantee of such Guarantor, shall be paid by - 150 - such Guarantor, or by the trustee in bankruptcy, debtor-in-possession, receiver, liquidating trustee or trustee, custodian, assignee, agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, distribution of assets of such Guarantor directly to the holders of the Senior Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such the Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Guarantor Indebtedness held or represented by eachunpaid, for application to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) of all Senior Guarantor Indebtedness remaining unpaid, unpaid to the extent necessary to pay all Senior Guarantor Indebtedness in full in cash or Cash Equivalents after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Senior Guarantor Indebtedness, except that (1) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to a Guarantor or its property, holders of the Securities may receive any payment or distribution authorized by an unstayed, final, nonappealable order or decree stating that effect is being given to the subordination of the payment on account of the Guarantee of such Guarantor to the Senior Guarantor Indebtedness and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law of securities ("Permitted Guarantor Junior Securities") which, if debt securities, are subordinated to at least the same extent as the payment on account of the Guarantee of such Guarantor are to (x) the Senior Guarantor Indebtedness or (y) any securities issued in exchange for the Senior Guarantor Indebtedness; andand (2) holders of the Securities may recover payments made from the trust described under provisions of Section 402 or 403 of this Indenture. (3c) in the event that, notwithstanding Notwithstanding the foregoing provisions of this SectionSection 1417, in the event that, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of any a Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities or payments from the trust described under Section 402 or 403 of this Indenture), in respect of any the payment on account of the obligations of such Guarantor under the Guarantee of such Guarantor before all Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness), then and in such event when such payment or distribution (excluding Permitted is prohibited by the subordination provisions of this Article Fourteen, then the Trustee or the Holders, as the case may be, shall deliver the amounts in trusts to the holders of the Senior Guarantor Junior Payments) Indebtedness of the Guarantor or their proper representative. Upon the proper written request of the holders of the Senior Guarantor Indebtedness of the Guarantor, the Trustee or the Holders, as the case may be, shall be held deliver the amounts in trust for the benefit of, and shall be paid over or delivered forthwith to, to the holders of Senior Guarantor Indebtedness for application to of the payment of all Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) after giving effect to any concurrent payment or distribution to or for the holders of Senior Guarantor Indebtednesstheir proper representative. The consolidation of any a Guarantor with, or the merger of any a Guarantor with or into, another Person or the liquidation or dissolution of any a Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such a Guarantor for the purposes of this Section 1417 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, relative to any Guarantor or to its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntary, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event: (1) the holders of Guarantor Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the all Guarantor Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding securities of any Guarantor or any other corporation that are equity securities or are subordinated in right of payment to all Guarantor Senior Indebtedness, that may be outstanding, to substantially the same extent as, or to a greater extent than, the Guarantees are so subordinated as provided in this Article ("Permitted Guarantor Junior PaymentsSecurities")) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Senior Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Guarantor Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) of all Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Guarantor Indebtedness; andSenior (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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Guarantor Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Guarantor Junior PaymentsSecurities) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other Person making payments or distributions of Senior assets of such Guarantor Indebtedness for application to the payment of all Guarantor Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Guarantor Senior Guarantor Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Guarantor Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceedingproceeding in connection therewith, relative to any Guarantor or to its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event: 150 163 (1) the holders of Guarantor Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the all Guarantor Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding securities of any Guarantor or any other corporation that are equity securities or are subordinated in right of payment to all Guarantor Senior Indebtedness, that may be outstanding, to substantially the same extent as, or to a greater extent than, the Guarantees are so subordinated as provided in this Article ("Permitted Guarantor Junior PaymentsSecurities")) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Senior Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Guarantor Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) of all Guarantor Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Guarantor 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsSecurities), in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Guarantor Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Guarantor Junior PaymentsSecurities) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other Person making payments or distributions of Senior assets of such Guarantor Indebtedness for application to the payment of all Guarantor Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Guarantor Senior Guarantor Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Guarantor Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following 151 164 the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceedingproceeding in connection therewith, relative to any Guarantor or its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntary, or whether ​ or not involving insolvency or bankruptcy (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event (1) all amounts due or to become due on or in respect of the Senior Guarantor Indebtedness Debt shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior Payments) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously mademade or set aside, in either case, pursuant to the provisions of Sections 402 15.2 and 403 15.3 of this Indenture); and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments), set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Indebtedness Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Guarantor Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Guarantor Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt) of all Senior Guarantor Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Guarantor IndebtednessDebt; 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments), in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Senior Guarantor Indebtedness Debt is paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt), then and in such event such payment or distribution (excluding Permitted Guarantor Junior Payments) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Guarantor Indebtedness Debt for application to the payment of all Senior Guarantor Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness Debt in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt) after giving effect to any concurrent payment or distribution to or for the holders of Senior Guarantor IndebtednessDebt. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceedingproceeding in connection therewith, relative to any Guarantor or its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event (1) all amounts due or to become due on or in respect of the Senior Guarantor Indebtedness Debt shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior Payments) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously mademade or set aside, in either case, pursuant to the provisions of Sections 402 15.2 and 403 15.3 of this Indenture); and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments), set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Indebtedness Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Guarantor Indebtedness Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Guarantor Indebtedness Debt held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt) of all Senior Guarantor Indebtedness Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Guarantor IndebtednessDebt; 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments), in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Senior Guarantor Indebtedness Debt is paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt), then and in such event such payment or distribution (excluding Permitted Guarantor Junior Payments) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Guarantor Indebtedness Debt for application to the payment of all Senior Guarantor Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness Debt in full in cash (or as otherwise agreed to by the holders of Senior Guarantor IndebtednessDebt) after giving effect to any concurrent payment or distribution to or for the holders of Senior Guarantor IndebtednessDebt. ​ The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceedingproceeding in connection therewith, relative to any Guarantor or to its assets, or (b) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event: (1) the holders of Senior Guarantor Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of the all Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior PaymentsPayment) on account of the Guarantee of such Guarantor or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of the Guarantees (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 of this Indenture); and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsPayment), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination 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 Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) of all Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Guarantor 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 any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior PaymentsPayment), in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness)full, then and in such event such payment or distribution (excluding Permitted Guarantor Junior PaymentsPayment) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith toto the trustee in bankruptcy, the holders receiver, liquidating trustee, custodian, assignee, agent or other Person making payments or distributions of Senior assets of such Guarantor Indebtedness for application to the payment of all Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) after giving effect to any concurrent payment or distribution to or for the holders of Senior Guarantor Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution of the Guarantor, etc. (a) In the event of (a1) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, relative to any Guarantor or its assets, or (b2) any liquidation, dissolution or other winding up of any Guarantor, whether voluntary or involuntary, or (c3) any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Guarantor, then and in any such event: (1) all amounts due or to become due on or in respect of the Senior Guarantor Indebtedness shall first be paid in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character (excluding Permitted Guarantor Junior Payments) on account of the Guarantee of such Guarantor (other than amounts previously set aside with the Trustee, or payments previously made, in either case, pursuant to the provisions of Sections 402 and 403 Section 9.01 of this Indenture); and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments), 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 Senior Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Guarantor Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Guarantor Indebtedness held or represented by each, to the extent necessary to make payment in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) of all Senior Guarantor Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Guarantor Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 12.16, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (excluding Permitted Guarantor Junior Payments), in respect of any of the obligations of such Guarantor under the Guarantee of such Guarantor before all Senior Guarantor Indebtedness is paid in full in cash (or as otherwise agreed to by holders of Senior Guarantor Indebtedness), then and in such event such payment or distribution (excluding Permitted Guarantor Junior Payments) shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Guarantor Indebtedness for application to the payment of all Senior Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Guarantor Indebtedness in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Indebtedness) after giving effect to any concurrent payment or distribution to or for the holders of Senior Guarantor Indebtedness. . (b) The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another Person or the liquidation or dissolution of any Guarantor following the sale, assignment, conveyance, transfer, lease or other disposal of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 6 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section 12.16 if the Person formed by such consolidation or the surviving entity of such merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or other disposal of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal, comply with the conditions set forth in Article Eight6. (c) In the event of any acceleration of Maturity of the Securities because of an Event of Default, unless the full amount due in respect of all Senior Guarantor Indebtedness is paid in cash or other form of payment satisfactory to the holders of Senior Guarantor Indebtedness, no payment shall be made by any Guarantor with respect to the principal of, premium, if any, or interest (including Contingent Interest, if any) on the Securities or to acquire any of the Securities (including any redemption, conversion or cash purchase pursuant to the exercise of the Fundamental Change repurchase right or otherwise), and the Company shall give prompt written notice of such acceleration to such holders of Senior Guarantor Indebtedness.