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

Payment Over of Proceeds Upon Dissolution. In the event of (a) any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Debt shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution. In the event of ----------------------------------------- (a) any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets of the Company company (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Debt shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution. In the event of (a) any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Debt shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), including upon any Junior Subordinated Paymentdissolution or winding-up or total liquidation or reorganization of the Company, before whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, all Senior Debt is Indebtedness shall first be paid in full or payment thereof is provided for in cash before the Holders of the Notes or cash equivalents the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of, premium, if any, or otherwise in a manner satisfactory interest on the Notes, or any payment by the Company to acquire any of the Notes for cash, property or securities, or any distribution by the Company with respect to the holders Notes of Senior Debtany cash, and if such fact shall, at property or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such securities (excluding any payment or distribution shall of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be paid over made by, or delivered forthwith to on behalf of, the trustee in bankruptcyCompany of the principal of, receiverpremium, liquidating trusteeif any, custodianor interest on the Notes upon any such dissolution or winding-up or total liquidation or reorganization, assignee, agent or other Person making any payment or distribution of assets or securities of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to include shares of stock which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as reorganized their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or readjustedconcurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), shall be received by the Trustee or any other corporation provided Holder of Notes at a time when such payment or distribution is prohibited by Section 10.03(a) and before all Obligations in respect of Senior Indebtedness are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by a plan such holders) or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent astheir respective representatives, or to a greater extent thanthe trustee or trustees or agent or agents under any indenture or agreement pursuant to which any of such Senior Indebtedness may have been issued or incurred, as their respective interests may appear, for application to the Securities are so subordinated as provided payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in this Articlefull in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. The consolidation of the Company with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the sale conveyance or transfer of all its property as an entirety, or substantially all of its properties and assets as an entirety entirety, to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Five shall not be deemed a Proceeding dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.03 if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth stated in Article VIIIFive.

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, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the Companyany Guarantor or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Companyany Guarantor, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets or liabilities of the Company (each any Guarantor, then and in any such event, if any, herein sometimes referred to as a "Proceeding"), then : (1) the holders of Guarantor Senior Debt Indebtedness shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents Cash Equivalents or otherwise in a manner satisfactory any other form as acceptable to the holders of Guarantor Senior DebtIndebtedness of all amounts due on or in respect of all Guarantor Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Guarantor Junior Securities) on account of the Guarantee of such Guarantor; and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (including any payment excluding Permitted Guarantor Junior Securities), by distribution that may set-off or otherwise, to which the Holders or the Trustee would be payable entitled but for the provisions of this Article shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, Person making such payment or distribution being hereafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a "Junior Subordinated Payment")the holders of Guarantor Senior 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 Indebtedness may have been issued, on account of principal of or interest (including any Additional Interest) on ratably according to the Securities or aggregate amounts remaining unpaid on account of the purchase Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents or in any other acquisition of Securities by the Company or any Subsidiary and form as acceptable to that end the holders of Guarantor Senior Debt shall be entitled Indebtedness of all Guarantor Senior Indebtedness remaining unpaid, after giving effect to receive, for application to the payment thereof, any concurrent payment or distribution to the holders of any kind or character, whether such Guarantor Senior Indebtedness; and (3) in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, in respect of the Guarantee of such Guarantor before all Guarantor Senior Debt indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfull, then and in such event such payment or distribution (excluding Permitted Guarantor Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company such Guarantor for application to the payment of all Guarantor Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Guarantor Senior Debt Indebtedness in full, full in cash or Cash Equivalents or in any other form as acceptable to the holders of Guarantor Senior Indebtedness after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleIndebtedness. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another Person or the liquidation or dissolution of the Company any Guarantor following the sale sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of its such Guarantor's properties and or assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person that which acquires by sale 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 sale other disposal comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution. In Upon any distribution of assets of the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding")Company, then and in any such event the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such all Senior DebtIndebtedness, or provision shall be made for such payment in cash money or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtmoney's worth, before the Holders of the Securities Noteholders are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securitiesprincipal of, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment")premium, on account of principal of if any, or interest on all Notes (including any Additional Interestincluding, but not limited to, the Redemption Price with respect to Notes called for redemption in accordance with Section 3.2 or the Repurchase Price of Notes submitted for repurchase in accordance with Section 15.2) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that which may be payable or deliverable in respect of the Securities Notes in any such Proceedingcase, proceeding, dissolution, liquidation or other winding up or event, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes. When used in this Article IV, "payment in full" means, with respect to Designated Senior Indebtedness, payment in full in cash or other form of payment acceptable to the holder of such Designated Senior Indebtedness of all amounts due or to become due or in respect of all such Designated Senior Indebtedness. "Paid in full" shall have a correlative meaning. In the event that, notwithstanding the foregoing provisions of this SectionSection 4.2, the Trustee or the Holder of any Security Noteholder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtfor, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such HolderNoteholder, then and then, in such event event, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleIndebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all conveyance or substantially all transfer of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII XI shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 4.2 if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, shall as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIIIXI.

Payment Over of Proceeds Upon Dissolution. etc. In the event of (a) any insolvency or bankruptcy case or --- proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding relative in connection therewith, relating to the CompanyCompany or to its assets, its creditors or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets or liabilities of the assets of the Company (each Company, then and in any such event, if any, herein sometimes referred to as a "Proceeding"), then : (1) the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory provision acceptable to the requisite holders of Senior DebtIndebtedness made for such payments, of all amounts due on or in respect of Senior Indebtedness before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or characterdistribution, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the excluding Permitted Junior Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal Senior Subordinated Note Obligations or for the acquisition of or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary Notes; and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securitiessecurities (excluding Permitted Junior Securities), including any Junior Subordinated Paymentby set-off or otherwise, before all Senior Debt is to which the Holders or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in full bankruptcy, a receiver or payment thereof is provided for in cash liquidating trustee or cash equivalents or otherwise in a manner satisfactory otherwise, directly to the holders of Senior Debt, and if such fact shall, at Indebtedness or prior to the time of such payment their representative or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment representatives or distribution shall be paid over or delivered forthwith to the trustee in bankruptcyor trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets ratably according to the aggregate amounts remaining unpaid on account of the Company for application to the payment of all Senior Debt remaining unpaidIndebtedness held or represented by each, to the extent necessary to pay make payment in full in cash or cash equivalents of all Senior Debt in fullIndebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Article onlySection 11.02, the words "Trustee or the Holder of any Note shall have received any payment or distribution of properties or assets of the Company of any kind or character, whether in cash, property or securities" shall not be deemed to include shares , by set off or otherwise in respect of stock of the Company as reorganized any Senior Subordinated Note Obligations before all Senior Indebtedness is paid or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated full in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIII.cash or

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, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the Companyany Guarantor or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Companyany Guarantor, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets or liabilities of the Company (each any Guarantor, then and in any such event, if any, herein sometimes referred to as a "Proceeding"), then : (1) the holders of Guarantor Senior Debt Indebtedness shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents Cash Equivalents or otherwise in a manner satisfactory any other form as acceptable to the holders of Guarantor Senior DebtIndebtedness of all amounts due on or in respect of all Guarantor Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Guarantor Junior Securities) on account of the Guarantee of such Guarantor; and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (including any payment excluding Permitted Guarantor Junior Securities), by distribution that may set-off or otherwise, to which the Holders or the Trustee would be payable entitled but for the provisions of this Article shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, Person making such payment or distribution being hereafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a "Junior Subordinated Payment")the holders of Guarantor Senior 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 Indebtedness may have been issued, on account of principal of or interest (including any Additional Interest) on ratably according to the Securities or aggregate amounts remaining unpaid on account of the purchase Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents or in any other acquisition of Securities by the Company or any Subsidiary and form as acceptable to that end the holders of Guarantor Senior Debt shall be entitled Indebtedness of all Guarantor Senior Indebtedness remaining unpaid, after giving effect to receive, for application to the payment thereof, any concurrent payment or distribution to the holders of any kind or character, whether such Guarantor Senior Indebtedness; and (3) in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, in respect of the Guarantee of such Guarantor before all Guarantor Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfull, then and in such event such payment or distribution (excluding Permitted Guarantor Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company such Guarantor for application to the payment of all Guarantor Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Guarantor Senior Debt Indebtedness in full, full in cash or Cash Equivalents or in any other form as acceptable to the holders of Guarantor Senior Indebtedness after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleIndebtedness. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another Person or the liquidation or dissolution of the Company any Guarantor following the sale sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of its such Guarantor's properties and or assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person that which acquires by sale 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 sale other disposal comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding relative in connection therewith, relating to the CompanyCompany or to its assets, its creditors or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets or liabilities of the Company (each Company, then and in any such event, if any, herein sometimes referred to as a "Proceeding"), then : (a) the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise Cash Equivalents of all Senior Indebtedness (including, in a manner satisfactory the case of Designated Senior Indebtedness, any interest accruing subsequent to the holders filing of a petition for bankruptcy at the rate provided for in the documentation governing such Designated Senior DebtIndebtedness, whether or not such interest is an allowed claim under applicable law) before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character (excluding securities of the Company that are equity securities or are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Notes as provided in this Article; such securities are hereinafter collectively referred to as "Permitted Junior Notes") on account of principal of, premium, if any, or interest on, or any other obligations to the Holders in respect of, the Notes; and (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including any payment excluding Permitted Junior Notes), by distribution that may set-off or otherwise, to which the Holders or the Trustee would be payable entitled but for the provisions of this Article shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, person making such payment or distribution being hereafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a "Junior Subordinated Payment")the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, on account of principal of or interest (including any Additional Interest) on ratably according to the Securities or aggregate amounts remaining unpaid on account of the purchase Senior Indebtedness held or other acquisition represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents of Securities by the Company all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or any Subsidiary and distribution to that end the holders of such Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether Indebtedness; and (c) in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 10.02, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentin respect of principal of, premium, if any, or interest on or other obligations with respect to, the Notes before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such HolderCash Equivalents, then and in such event such payment or distribution (excluding Permitted Junior Notes) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness in fullfull in cash or Cash Equivalents or in any other manner, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another Person or the liquidation or dissolution of the Company following the sale of all conveyance, transfer or substantially all lease of its properties and assets substantially as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person person upon the terms and conditions set forth in Article VIII 5 hereof shall not be deemed a Proceeding dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section Article if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person that which acquires by sale conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, transfer or sale lease, comply with the conditions set forth in such Article VIII5.

Payment Over of Proceeds Upon Dissolution. In Upon any distribution of assets of the Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding")Company, then and in any such event the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such all Senior DebtIndebtedness, or provision shall be made for such payment in cash money or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtmoney's worth, before the Holders of the Securities Noteholders are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securitiesprincipal of, such payment premium, if any, and interest on all Notes (including, but not limited to, the Redemption Price with respect to Notes called for redemption in accordance with Section 3.2 or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account the Repurchase Price of principal of or interest (including any Additional InterestNotes submitted for repurchase in accordance with Section 15.2) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that which may be payable or deliverable in respect of the Securities Notes in any such Proceedingcase, proceeding, dissolution, liquidation or other winding up or event, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes. In the event that, notwithstanding the foregoing provisions of this SectionSection 4.2, the Trustee or the Holder of any Security Noteholder shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtfor, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such HolderNoteholder, then and then, in such event event, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleIndebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all conveyance or substantially all transfer of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII XI shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 4.2 if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, shall as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIIIXI.

Payment Over of Proceeds Upon Dissolution. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial similar case or proceeding in connection therewith, relative to any Member of the CompanyConsolidated Group or to any of their respective creditors, its creditors as such, or its propertyto any of their respective assets, or (bii) any proceeding for the liquidation, dissolution, dissolution or other winding up of any Member of the Company, Consolidated Group whether voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedingsof such Member of the Consolidated Group, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets and liabilities of any Member of the Company Consolidated Group (each such eventcollectively, if any, herein sometimes referred to as a "Proceeding"“Bankruptcy Events”), then and in any such event: 12.2.1. All Senior Indebtedness shall be indefeasibly paid in full in cash and all commitments of the Senior Lenders and Letters of Credit under the Credit Agreement shall have been terminated or expired, before the holders of Senior Debt the Note Obligations shall be entitled to receive any payment or distribution, whether in cash, securities or other property, on account of the Note Obligations (except for any such payment or distribution of debt or equity securities which are subordinated to the payment in full of principal of and interest, if any, on such all Senior DebtIndebtedness then outstanding, or provision shall be made for such notes or other securities issued in substitution of all or a portion thereof, to at least the same extent as the Note Obligations are subordinated pursuant to the provisions hereof to the indefeasible payment in full in cash or cash equivalents or otherwise in a manner satisfactory to the holders of all Senior Debt, before the Holders of the Securities are entitled to receive or retain any Indebtedness); 12.2.2. Any payment or distribution of assets of any such Member of the Consolidated Group of any kind or character, whether in cash, property or securities (securities, by set-off or otherwise, to which the holders of the Note Obligations would be entitled but for the provisions of this Section 12, including any such payment by or distribution that which may be payable or deliverable by reason of the payment of any other debt Indebtedness of any such Member of the Company (including any series of the Securities) Consolidated Group being subordinated to the payment of the SecuritiesNote Obligations (except for any payment or distribution which the holders of the Note Obligations are entitled to receive pursuant to the parenthetical clause in the foregoing paragraph 12.2.1) shall be paid by any liquidating trustee, officer of the court or agent or other Person making such payment or distribution being hereafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Administrative Agent (as a "Junior Subordinated Payment")defined in the Credit Agreement) or such other representative or representatives that may then be acting in such capacity or to the trustee or trustees under any indenture under which any instruments evidencing Senior Indebtedness may have been issued, on account of principal of or interest (including any Additional Interest) on ratably according to the Securities or aggregate amounts remaining unpaid on account of the purchase Senior Indebtedness held or other acquisition represented by each, to the extent necessary to make indefeasible payment in cash of Securities by all the Company Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or any Subsidiary and distribution to that end the holders of the Senior Debt shall be entitled to receive, for application to Indebtedness; 12.2.3. In the payment thereof, event that any payment or distribution of assets of any such Member of the Consolidated Group of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that such payment or distribution which may be payable or deliverable in respect by reason of any other Indebtedness being subordinated to the payment of the Securities Note Obligations (but excluding any payment or distribution which the holders of the Note Obligations are entitled to receive pursuant to the parenthetical clause in the foregoing paragraph 12.2.1), shall be received by any such Proceeding. In holder of the event that, notwithstanding Note Obligations which is prohibited by the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such HolderSection 12.2, then and in such event such payment or distribution shall be held in trust by such holder for the benefit of the holders of Senior Indebtedness, and shall forthwith be paid over or and delivered forthwith to the trustee Senior Lenders in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent the form so received (together with any necessary endorsements or other Person making payment or distribution of assets of the Company assignments) for application to the payment of all Senior Debt remaining unpaid, Indebtedness to the extent necessary indefeasibly to pay all such Senior Debt Indebtedness in full, full in cash after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness; and 12.2.4. For purposes The Senior Lenders shall have the right to request the holders of this Article onlythe Note Obligations to file a proof of claim and, in the words "event a holder of Note Obligations fails to do so within ten Business Days prior to any deadline fixed in such proceeding for the filing of such a claim, are hereby authorized (but not obligated) to file a proof of claim in the form required in any Bankruptcy Event for and on behalf of that holder, to accept and receive any payment or distribution of which may be payable or deliverable at any kind time upon or character, whether in cash, property or securities" shall not be deemed to include shares of stock respect of the Company as reorganized Note Obligations (other than any payment or readjusted, or securities distribution which the holders of the Company Note Obligations are entitled to receive pursuant to the parenthetical clause in the foregoing paragraph 12.2.1) and to take such other action as may be reasonably necessary to effectuate the foregoing. Each holder of Note Obligations shall provide to the Senior Lenders all information and documents necessary to present claims or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated seek enforcement as provided in this Articleaforesaid. The consolidation Noteholders hereby irrevocably authorize, empower and appoint the Administrative Agent their agent and attorney-in-fact to execute, verify, deliver and file any such proofs of claim permitted to be filed by the Company with, Administrative Agent or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety Senior Lenders pursuant to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if 12.2.4; (ii) provided that the Person formed by Administrative Agent shall have no obligation to execute, verify, deliver and/or file any such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part proof of such consolidation, merger, or sale comply with the conditions set forth in Article VIIIclaim.

Payment Over of Proceeds Upon Dissolution. Etc. ---- In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding"), then ) the holders of Senior Debt shall be entitled to receive or retain payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment")securities, on account of principal of (or premium, if any) or interest (including any Additional Interest) on or other obligations in respect of the Securities Notes or on account of the any purchase or other acquisition of Securities Notes by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a "Notes Payment"), and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that Notes Payment which may be payable or deliverable in respect of the Securities Notes in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, Notes Payment before all Senior Debt of the Company is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior such Debt, and if such fact shall, at or prior to the time of such payment or distributionNotes Payment, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution Notes Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person person making payment or distribution of assets of the Company for the application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all the Senior Debt in full, after giving effect full in cash or Cash Equivalents or otherwise in a manner satisfactory to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares a payment or distribution of stock of the Company as reorganized or readjusted, or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by a such plan or of reorganization or readjustment, in each case, readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, as the Securities Notes are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all conveyance or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that which acquires by sale conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its creditors, as such, or to its creditors assets, or its property, (bii) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, Company whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets and liabilities of the Company (each such eventcollectively, if any, herein sometimes referred to as a "ProceedingBankruptcy Events"), then the holders of and in any such event: (i) All Senior Debt Indebtedness in such proceeding shall be entitled to receive payment paid in full of principal of and interest, if any, on such Senior Debtfull, or provision shall be made for such payment in cash or cash equivalents or otherwise thereof in a form and manner satisfactory to the holders of a majority in principal amount of Senior DebtIndebtedness (including securities issued to holders of Senior Indebtedness pursuant to such proceeding) then outstanding shall have been provided for and (ii) the Senior Lenders shall have no obligation to extend Senior Indebtedness pursuant to any Forced Commitment, before the Holders holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or characterdistribution, whether in cash, property securities or securities (including any payment by distribution that may be payable or deliverable by reason other property, on account of the Note Obligations (except for any such payment or distribution of any other equity or debt of securities which are subordinated to at least the Company (including any series of the Securities) subordinated same extent as such Note Obligations to the payment of all Senior Indebtedness then outstanding and which, in any case, do not mature prior to the Securities, such maturity of the Note Obligations). 11.2.2. Any payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal assets of or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution its Subsidiaries of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the holders of the Notes would be entitled but for the provisions of this Section 11, including any Junior Subordinated Payment, that such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Note Obligations (but excluding any payment or distribution which the Lenders are entitled to retain pursuant to the second parenthetical clause in the foregoing paragraph 11. 2.1) 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 Agent (or if no Agent exists, to the holders of such Senior Indebtedness or their representative or representatives) or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest on, and other monetary obligations in respect of, such Senior Indebtedness until (i) all such Senior Indebtedness has been paid in full and (ii) the Senior Lenders shall have no obligation to extend Senior Indebtedness pursuant to any Forced Commitment. If any payment or distribution is paid over pursuant to the provisions of 14- the immediately preceding sentence at any time when there is no Senior Indebtedness outstanding, such payment or distribution shall be held as collateral for the repayment of any Senior Indebtedness required to be funded pursuant to a Forced Commitment, and any remainder shall be paid to the holders of the Securities in any Notes promptly upon the expiration or termination of such ProceedingForced Commitment. 11.2.3. In the event that, notwithstanding the foregoing provisions of this SectionSection 11.2, the Trustee or holders of the Holder of any Security Notes shall have received any such payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, such payment or distribution which may be payable or deliverable by reason of any other Indebtedness being subordinated to the payment of the Note Obligations (but excluding any payment or distribution which the Lenders are entitled to retain pursuant to the second parenthetical clause in the foregoing paragraph 11. 2.1) before (i) all such Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a form and manner satisfactory to the holders of at least a majority in principal amount of Senior DebtIndebtedness (including securities issued to holders of Senior Indebtedness pursuant to such proceeding) then outstanding shall have been provided for, and if such fact shall, at or prior (ii) the Senior Lenders shall have no obligation to the time of such payment or distribution, have been made known extend Senior Indebtedness pursuant to a Responsible Officer of the Trustee or, as the case may be, such Holderany Forced Commitment, then and in such event such payment or distribution shall be held in trust by such Lender for the benefit of the holders of Senior Indebtedness, and shall forthwith be paid over or and delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Agent for application to the payment of Senior Indebtedness until (a) all such Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness is paid in full, full after giving effect to any concurrent payment or distribution on account of such Senior Indebtedness to or for the holders of such Senior DebtIndebtedness and (b) the Senior Lenders shall have no obligation to extend Senior Indebtedness pursuant to any Forced Commitment. For purposes of this Article only, the words "If any payment or distribution is paid over pursuant to the provisions of the immediately preceding sentence at any time when there is no Senior Indebtedness outstanding, such payment or distribution shall be held as collateral for the repayment of any kind or characterSenior Indebtedness required to be funded pursuant to a Forced Commitment, whether in cash, property or securities" and any remainder shall not be deemed paid to include shares of stock the holders of the Company as reorganized Notes immediately upon the expiration or readjustedtermination of such Forced Commitment. 11.2.4. The Agent (or, or securities if none, the holders of a majority in principal amount of Senior Indebtedness) under the Credit Agreement shall have the right to request the holders of the Company or any other corporation provided for by a plan or reorganization or readjustmentNotes to file and, in each casethe event a Lender fails to do so within 10 days prior to any deadline fixed in such proceeding for the filing of such a claim, is hereby authorized (but not obligated) to file a proof of claim in the form required in any Bankruptcy Event for and on behalf of that holder, to accept and receive any payment or distribution which securities may be payable or deliverable at any time upon or in respect of the Note Obligations (other than any payment or distribution which the Lenders are subordinated entitled to retain pursuant to the second parenthetical clause in right of payment to the foregoing paragraph 11. 2.1) until all the Senior Indebtedness then outstanding Senior Debt has been paid in full and to substantially take such other action as may be reasonably necessary to effectuate the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIIIforegoing.

Payment Over of Proceeds Upon Dissolution. ETC. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial proceeding similar case or proceeding, relative to the CompanyCompany or to its creditors, as such, or to a substantial part of its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any general assignment by the Company for the benefit benefits of creditors or (d) any other marshaling of the assets and liabilities of the Company (each such event, if any, herein sometimes referred to as a "Proceeding")Company, then and in any such event the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such all Senior Debt, Indebtedness; or provision shall be made for such payment in cash money or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtmoney's worth, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment")securities, on account of principal of or premium and Additional Amounts, if any, or interest (including any Additional Interest) on the Securities or on account of Securities, other than with respect to the purchase or other acquisition of Securities by the Company or any Subsidiary Collateral, and to that end the holders of Senior Debt Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, that which may be payable or deliverable in respect of the Securities in any such Proceedingcase, proceeding dissolution, liquidation or other winding up or event other than with respect to the Collateral. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, other than with respect to the Collateral, before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtfor, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee oror such Holder, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtIndebtedness. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock securities of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or of reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then Senior Indebtedness which may at the time be outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all conveyance or substantially all transfer of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, general assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that which acquires by sale conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding relative in connection therewith, relating to the CompanyCompany or to its assets, its creditors or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding winding-up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets or liabilities of the Company (each Company, then and in any such event, if any, herein sometimes referred to as a "Proceeding"), then : (a) the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise Cash Equivalents of all Senior Indebtedness (including, in a manner satisfactory the case of Designated Senior Indebtedness, any interest accruing subsequent to the holders filing of a petition for bankruptcy at the rate provided for in the documentation governing such Designated Senior DebtIndebtedness, whether or not such interest is an allowed claim under applicable law) before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character (excluding securities of the Company that are equity securities or are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Notes as provided in this Article; such securities are hereinafter collectively referred to as "Permitted Junior Notes") on account of principal of, premium, if any, or interest on, or any other obligations to the Holders in respect of, the Notes; and (b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including any payment excluding Permitted Junior Notes), by distribution that may set-off or otherwise, to which the Holders or the Trustee would be payable entitled but for the provisions of this Article shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, person making such payment or distribution being hereafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a "Junior Subordinated Payment")the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, on account of principal of or interest (including any Additional Interest) on ratably according to the Securities or aggregate amounts remaining unpaid on account of the purchase Senior Indebtedness held or other acquisition represented by each, to the extent necessary to make payment in full in cash or Cash Equivalents of Securities by the Company all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or any Subsidiary and distribution to that end the holders of such Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether Indebtedness; and (c) in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 10.02, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentin respect of principal of, premium, if any, or interest on or other obligations with respect to, the Notes before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such HolderCash Equivalents, then and in such event such payment or distribution (excluding Permitted Junior Notes) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company for application to the payment of all Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness in fullfull in cash or Cash Equivalents or in any other manner, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleIndebtedness. The consolidation of the Company with, or the merger of the Company with or into, another Person person or the liquidation or dissolution of the Company following the sale of all conveyance, transfer or substantially all lease of its properties and assets substantially as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person person upon the terms and conditions set forth in Article VIII 5 hereof shall not be deemed a Proceeding dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section Article if the Person person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person that person which acquires by sale conveyance, transfer or lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, transfer or sale lease, comply with the conditions set forth in such Article VIII5.

Payment Over of Proceeds Upon Dissolution. Etc In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyIssuer or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the CompanyIssuer, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding")Issuer, then and in any such event the holders of Senior and Senior Subordinated Debt of the Issuer shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of all Senior and interest, if any, on such Senior DebtSubordinated Debt of the Issuer, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtcash, before the Holders of the Securities and the coupons, if any, appertaining thereto are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), character on account of principal of (or premium, if any, on) or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or and any Subsidiary coupons appertaining thereto, and to that end the holders of Senior and Senior Subordinated Debt of the Issuer shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Securities, that which may be payable or deliverable in respect of the Securities and the coupons, if any, appertaining thereto in any such Proceedingcase, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or of any coupon appertaining thereto shall have received any payment or distribution of assets of the Company Issuer of any kind or character, whether in cash, property or securities, including any Junior Subordinated Paymentsuch payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Securities and any coupons appertaining thereto, before all Senior and Senior Subordinated Debt is of the Issuer are paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfor, then and in such event such payment or distribution shall be held for the benefit of and, upon receipt by the Trustee of the notice set forth in Section 15.09, shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or 100 other Person making payment or distribution of assets of the Company Issuer for application to the payment of all Senior and Senior Subordinated Debt of the Issuer remaining unpaid, to the extent necessary to pay all Senior and Senior Subordinated Debt of the Issuer in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debtand Senior Subordinated Debt of the Issuer. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company Issuer as reorganized or readjusted, or securities of the Company Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a plan or of reorganization or readjustment, in each case, readjustment which securities are subordinated in right of payment to all then Senior and Senior Subordinated Debt of the Issuer which may at the time be outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company Issuer with, or the merger of the Company Issuer into, another Person or the liquidation or dissolution of the Company Issuer following the sale of all conveyance or substantially all transfer of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions conditions, if any, set forth in Article VIII an Officer's Certificate or supplemental indenture creating any series of Securities shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Issuer for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entiretysurviving Person, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale comply transfer, complies with the conditions conditions, if any, set forth in Article VIIIsuch Officer's Certificate or supplemental indenture.

Payment Over of Proceeds Upon Dissolution. In the event of (ai) any Insolvency or Liquidation Proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyIssuer, its creditors or its property, (bii) any proceeding for the liquidation, dissolution, dissolution or other winding up of the CompanyIssuer, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets Issuer, then and in any such event: (a) the Issuer shall be prohibited from making any payment on account of the Company Obligations (each such event, if any, herein sometimes referred to as other than a "Proceeding"), then the holders distribution of Senior Debt shall be entitled to receive payment Reorganization Securities) until all Issuer Indebtedness has been Paid in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain Full; (b) any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities (securities, by set-off or otherwise, to which any Purchaser would be entitled but for the provisions of this Article XIV, including any such payment by or distribution that which may be payable or deliverable by reason of the payment of any other debt Indebtedness of the Company (including any series of the Securities) Issuer being subordinated to the payment of the Obligations (other than a distribution of Reorganization Securities) 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 holders of such Issuer Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instruments evidencing any of such Issuer Indebtedness may have been issued, to the extent necessary to make Payment In Full of all Issuer Indebtedness, after giving effect to any concurrent payment or distribution to the holders of such Issuer Indebtedness; and (c) in the event that, notwithstanding the foregoing provisions of this Section 14.02, any Purchaser shall have received any such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of or interest (including any Additional Interest) on the Securities or on account assets of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution Issuer of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that such payment or distribution which may be payable or deliverable in respect by reason of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder payment of any Security shall have received any payment or distribution of assets other Indebtedness of the Company Issuer being subordinated to the payment of the Obligations (but excluding any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, Reorganization Securities) before all Senior Debt Issuer Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such HolderPaid In Full, then and in such event such payment or distribution shall be held in trust by the Purchasers and paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Issuer for application to the payment of all Senior Debt Issuer Indebtedness remaining unpaid, to the extent necessary to pay make Payment In Full of all Senior Debt in fullIssuer Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIIIIssuer Indebtedness.

Payment Over of Proceeds Upon Dissolution. (a) In the event of (ax) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial similar case or proceeding in connection therewith, relative to the Company, its creditors Company or its propertySubsidiaries or Guarantors or to its creditors, as such, or to its assets, or (by) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, Company or its Subsidiaries or Guarantors whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (cz) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets and liabilities of the Company or its Subsidiaries or Guarantors (each such eventcollectively, if any, herein sometimes referred to as a "ProceedingBANKRUPTCY EVENTS"), then and in any such event: (1) the holders of Senior Debt Indebtedness shall be entitled to receive indefeasible payment in cash in full of principal all amounts due or to become due on or in respect of and interest, if any, on all such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, Indebtedness before the Registered Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or characterdistribution, whether in cash, property securities or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment")property, on account of principal of or interest Subordinated Obligations; (including any Additional Interest2) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including by set-off or otherwise, to which the Registered Holders would be entitled but for the provisions of this paragraph 6P (except for such payment or distribution (x) of property or securities authorized by a final non-appealable order or decree stating that effect is being given to the subordination of such Subordinated Obligations to such Senior Indebtedness, and made by a court of competent jurisdiction in a reorganization proceeding under any Junior applicable bankruptcy law, or (y) of securities which are subordinated to at least the same extent as the Subordinated Payment, before Obligations to the payment of all Senior Debt is Indebtedness (any such property or securities, "JUNIOR SECURITIES")) 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 the Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of the Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest on, the Senior Indebtedness held or represented by each, to the extent necessary to make indefeasible payment in cash in full of all the Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory distribution to the holders of Senior DebtIndebtedness; (3) in the event that, and if such fact shallnotwithstanding the foregoing provisions of this paragraph 6P, at or prior to the time of Registered Holders shall have received any such payment or distribution, have been made known to a Responsible Officer distribution of assets of the Trustee orCompany of any kind or character, as the case may bewhether in cash, property or securities (but excluding any Junior Securities) before all such HolderSenior Indebtedness is indefeasibly paid in full in cash, then and in such event such payment or distribution shall be held in trust by the Registered Holders for the holders of the Senior Indebtedness and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt Indebtedness remaining unpaid, to the extent necessary to indefeasibly pay all such Senior Debt Indebtedness in fullfull in cash, after giving effect to any concurrent cash payment or distribution to or for the holders of such Senior Debt. For purposes Indebtedness; (4) each Registered Holder hereby irrevocably authorizes and empowers each holder of the Senior Indebtedness or such holder' s representative to collect and receive such holder's ratable share of all such payments and distributions and, if any Registered Holder fails to file a claim at least fifteen (15) calendar days prior to the date established by rule of law or order of court for such filing, to file and prove (but not to vote or otherwise control) such claims therefor; and (5) the Registered Holders shall execute and deliver to the Agent or its duly appointed representative or representatives all such further instruments (including proofs of claim and assignments of claim) confirming, and otherwise reasonably necessary to effectuate, the authorization set forth in subclause (4) above. (b) If, notwithstanding the provisions of this Article onlyAgreement, the words "there shall occur any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the any merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the sale of all any conveyance, transfer or substantially all lease of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entiretyentirety to another corporation, as the case may be, shall, as a part of such consolidation, mergermerger or liquidation shall not be deemed a Bankruptcy Event for the purposes of this paragraph 6P. (c) In the event of any Bankruptcy Event, or sale comply the Registered Holders hereby expressly consent to the granting by Company to the holders of Senior Indebtedness of senior liens and priorities in connection with any post-petition financing of the conditions set forth in Article VIIICompany by such holders of Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyTraveler's Obligor or to its assets, its creditors or its property, (bii) any proceeding for the liquidation, dissolution, dissolution or other winding up of the CompanyTraveler's Obligor, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets and liabilities of the Company Traveler's Obligor (each such eventcollectively, if any, herein sometimes referred to as a "ProceedingBankruptcy Events"), then and in any such event: A. the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash of all amounts due or cash equivalents to become due on or otherwise in respect of all Senior Indebtedness (including interest after the commencement of a manner satisfactory to Bankruptcy Event at the holders of rate specified in the Senior DebtIndebtedness, whether or not allowed), before the Holders of the Securities are Lender is entitled to receive any direct or retain any indirect payment or distribution on account of any kind or characterSubordinated Obligations including, whether in cashwithout limitation, property or securities (including by exercise of set-off and any payment by distribution that which may be payable or deliverable by any reason of the payment of any other debt Indebtedness being subordinated in right of the Company (including any series of the Securities) subordinated payment to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, Obligations; B. any payment or distribution of assets of the Traveler's Obligor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Lender would be entitled but for the provisions of this Section 9, with the exception of any such payment or distribution (each a "Permitted Payment" or a "Permitted Distribution", respectively) ( 1 ) authorized by an unstayed, final, nonappealable order or decree stating that effect is being given to the subordination of such Subordinated Obligations to the Senior Indebtedness, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or (2) of securities which, if debt securities, are subordinated to at least the same extent as the Subordinated Obligations are to (A) such Senior Indebtedness or (B) any securities issued in exchange for Senior Indebtedness; provided, however, that (x) the final maturity of such securities shall not be earlier than one year following the maturity date of the last to mature of the Senior Indebtedness (including any Junior Subordinated Payment, that may issued in exchange therefor) at the time outstanding and the scheduled amortization shall not be payable more favorable (as to amount or deliverable in respect time of payment ) then the scheduled amortization of the Securities principal amount of the Subordinated Obligations, (y) such securities shall contain covenants which are no more restrictive than the covenants contained herein and shall not contain greater defaults than as are contained herein and (z) such securities shall bear interest at a rate per annum less than or equal to 18% per annum computed on the same basis as described herein, 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 holder of all Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Proceeding. In Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest on, such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders such Senior Indebtedness, and C. in the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyBorrower or to its assets, its creditors or its property, (bii) any proceeding for the liquidation, dissolution, dissolution or other winding up of the CompanyBorrower, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company Borrower (each such eventcollectively, if any, herein sometimes referred to as a "ProceedingBankruptcy Events"), then and in any such event: (a) the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash of all amounts due or cash equivalents to become due on or otherwise in respect of all Senior Indebtedness (including interest after the commencement of a manner satisfactory to Bankruptcy Event at the holders of rate specified in the Senior DebtIndebtedness, whether or not allowed), before the Holders of the Securities are any Lender is entitled to receive any direct or retain indirect payment or distribution on account of Subordinated Obligations including, without limitation, by exercise of set-off and any payment which may be payable or deliverable by reason of any other Indebtedness being subordinated in right of payment to the Subordinated Obligations; (b) any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities (including, without limitation, securities of the Borrower or any successor), by set-off or otherwise, to which any Lender would be entitled on account of the Subordinated Obligations but for the provisions of this Section 9 or 2.02, including any such payment by or distribution that which may be payable or deliverable by reason of the payment of any other debt Indebtedness of the Company (including any series of the Securities) Borrower being subordinated to the payment of the Securities, Subordinated Obligations (except for any such payment or distribution (1) authorized by an unstayed, final, nonappealable order or decree stating that effect is being hereafter referred given to the subordination of such Subordinated Obligations to the Senior Indebtedness, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or (2) of securities which, if debt securities, are subordinated to at least the same extent as the Subordinated Obligations are to (A) such Senior Indebtedness or (B) any securities issued in exchange for Senior Indebtedness; provided, however, that (x) the final maturity of such securities shall not be earlier than one year following the maturity date of the last to mature of the Senior Indebtedness (including any securities issued in exchange therefor) at the time outstanding and the scheduled amortization thereof shall not be more favorable (as to amount or time of payment) than the scheduled amortization of the principal amount of the Subordinated Obligations, (y) such securities shall contain covenants which are no more restrictive than the covenants contained herein and shall not contain greater defaults than as are contained herein, and (z) such securities shall bear interest at a "Junior Subordinated Payment")rate per annum less than or equal to 14% per annum computed on the same basis as described herein) 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 all Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of principal such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and distribution to that end the holders of such Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether Indebtedness; and (c) in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 9, the Trustee or the Holder of any Security Lender shall have received any such payment or distribution of assets of the Company Borrower of any kind or charactercharacter on account of the Subordinated Obligations, whether in cashwhether, property or securitiessecurities (including, without limitation, securities of the Borrower or any successor thereto), including any Junior such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Borrower being subordinated to the payment of the Subordinated Payment, Obligations (but excluding any payment of the character described in the parenthetical clause in the foregoing paragraph (b)) before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfull, then and in such event such payment or distribution shall be paid over or delivered delivered, in accordance with Section 9.10 hereof, forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Borrower for application to the payment of all such Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. For purposes If, notwithstanding the provisions of this Article onlyAgreement, the words "there shall occur any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company Borrower with, or the any merger of the Company Borrower into, another Person corporation or the liquidation or dissolution of the Company Borrower following the sale of all any conveyance, transfer or substantially all lease of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entiretyentirety to another corporation, as such consolidation, merger or liquidation shall not be deemed a Bankruptcy Event; provided, that no other Bankruptcy Event shall have occurred and be continuing at the case may be, shall, as a part time of such consolidation, merger, merger or sale comply with liquidation. The Bank is hereby authorized to file an appropriate claim on behalf of the conditions set forth Lenders if the Lenders do not file such claim or there is not filed on behalf of the Lenders a proper proof of claim in Article VIIIthe form required in any Bankruptcy Event prior to thirty (30) days before the expiration of the time to file such claim or claims.

Payment Over of Proceeds Upon Dissolution. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyBorrower or to its assets, its creditors or its property, (bii) any proceeding for the liquidation, dissolution, dissolution or other winding up of the CompanyBorrower, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets and liabilities of the Company Borrower (each such eventcollectively, if any, herein sometimes referred to as a "ProceedingBankruptcy Events"), then and in any such event: (a) the holders of Senior Debt shall be entitled to receive payment in full in cash of principal all amounts due or to become due on or in respect of and interest, if any, on such all Senior Debt (including interest after the commencement of a Bankruptcy Event at the rate specified in the Senior Debt, whether or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtnot allowed), before the Holders of the Securities are any Lender is entitled to receive any direct or retain indirect payment or distribution on account of Subordinated Obligations including, without limitation, by exercise of set-off and any payment which may be payable or deliverable by reason of any other Indebtedness being subordinated in right of payment to the Subordinated Obligations; (b) any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities (including, without limitation, securities of the Borrower or any successor), by set-off or otherwise, to which any Lender would be entitled on account of the Subordinated Obligations but for the provisions of this Section 9, including any such payment by or distribution that which may be payable or deliverable by reason of the payment of any other debt Indebtedness of the Company (including any series of the Securities) Borrower being subordinated to the payment of the Securities, Subordinated Obligations (except for any such payment or distribution (1) authorized by an unstayed, final, nonappealable order or decree stating that effect is being hereafter referred given to the subordination of such Subordinated Obligations to the Senior Debt, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or (2) of securities which, if debt securities, are subordinated to at least the same extent as the Subordinated Obligations are to (A) such Senior Debt or (B) any securities issued in exchange for Senior Debt: provided, however, that (w) such securities shall be unsecured, (x) the final maturity of such securities shall not be earlier than one year following the maturity date of the last to mature of the Senior Debt (including any securities issued in exchange therefor) at the time outstanding and the scheduled amortization thereof shall not be more favorable (as to amount or time of payment) than the scheduled amortization of the principal amount of the Subordinated Obligations, (y) such securities shall contain covenants which are no more restrictive than the covenants contained herein and shall not contain greater defaults than as are contained herein, and (z) such securities shall bear interest at a "Junior Subordinated Payment")rate per annum less than or equal to 17% per annum computed on the same basis as described herein) 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 all Senior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of principal such Senior Debt held or represented by each, to the extent necessary to make payment in full of all such Senior Debt remaining unpaid, after giving effect to any concurrent payment or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and distribution to that end the holders of such Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether Debt; and (c) in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 9, the Trustee or the Holder of any Security Lender shall have received any such payment or distribution of assets of the Company Borrower of any kind or charactercharacter on account of the Subordinated Obligations, whether in cashwhether, property or securitiessecurities (including, without limitation, securities of the Borrower or any successor thereto), including any Junior such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Borrower being subordinated to the payment of the Subordinated Payment, Obligations (but excluding any payment of the character described in the parenthetical clause in the foregoing paragraph (b)) before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfull, then and in such event such payment or distribution shall be paid over or delivered delivered, in accordance with Section 9.10 hereof, forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Borrower for application to the payment of all such Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes If, notwithstanding the provisions of this Article onlyAgreement, the words "there shall occur any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company Borrower with, or the any merger of the Company Borrower into, another Person corporation or the liquidation or dissolution of the Company Borrower following the sale of all any conveyance, transfer or substantially all lease of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entiretyentirety to another corporation, as such consolidation, merger or liquidation shall not be deemed a Bankruptcy Event; provided, that no other Bankruptcy Event shall have occurred and be continuing at the case may be, shall, as a part time of such consolidation, merger, merger or sale comply with liquidation. The Senior Agent is hereby authorized to file an appropriate proof of claim only on behalf of the conditions set forth Lenders if the Lenders do not file such claim or there is not filed on behalf of the Lenders a proper proof of claim in Article VIIIthe form required in any Bankruptcy Event prior to thirty (30) days before the expiration of the time to file such claim or claims.

Payment Over of Proceeds Upon Dissolution. In the event of a Bankruptcy Event, then and in any such event: (a) any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Debt Indebtedness (which for all purposes of this Section 2.09 shall include the beneficiaries of any guaranty of the Senior Indebtedness which guaranty shall also constitute Senior Indebtedness) shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents Cash Equivalents of all amounts due or otherwise to become due on or in respect of all Senior Indebtedness (including interest after the commencement of a manner satisfactory to Bankruptcy Event at the holders of rate specified in the documentation for such Senior DebtIndebtedness, whether or not allowed), before the Holders of the Securities are any Holder is entitled to receive any direct or retain any indirect payment or distribution on account of any kind or characterthe Subordinated Obligations (other than in the form of securities permitted to be paid in accordance with the first parenthetical in clause (b) below) including, whether in cashwithout limitation, property or securities (including by exercise of set-off and any payment by distribution that which may be payable or deliverable by reason of the payment of any other debt indebtedness being subordinated in right of the Company (including any series of the Securities) subordinated payment to the payment Subordinated Obligations (which for all purposes of this Section 2.09 include the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"Obligations under this guaranty), on account of principal of or interest ; (including any Additional Interestb) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Subsidiary Guarantor of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any Holder would be entitled but for the provisions of this Section 2.09, including any Junior Subordinated Payment, that such payment or distribution which may be payable or deliverable in respect by reason of the Securities in payment of any other indebtedness of the Subsidiary Guarantor being subordinated to the payment of the Subordinated Obligations (except for any such Proceeding. In payment or distribution of securities which, if debt securities, are unsecured and subordinated to at least the same extent as the Subordinated Obligations are to (A) such Senior Indebtedness or (B) any securities issued in exchange for Senior Indebtedness and mature no earlier than six months after such Senior Indebtedness or securities issued in exchange) 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 all Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest on, such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing provisions of this SectionSection 2.09, the Trustee or the any Holder of any Security shall have received any such payment or distribution of assets of the Company Subsidiary Guarantor of any kind or character, whether in cash, property or securities, including any Junior such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Subsidiary Guarantor being subordinated to the payment of the Subordinated Payment, Obligations (but excluding any payment of the character described in the parenthetical clause in the foregoing paragraph (b)) before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfull, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Subsidiary Guarantor for application to the payment of all such Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. For purposes If, notwithstanding the provisions of this Article onlyAgreement, the words "there shall occur any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company Subsidiary Guarantor with, or the any merger of the Company Subsidiary Guarantor into, another Person corporation or the liquidation or dissolution of the Company Subsidiary Guarantor following the sale of all any conveyance, transfer or substantially all lease of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entiretyentirety to another corporation, as such consolidation, merger or liquidation shall not be deemed a Bankruptcy Event; provided, that no other Bankruptcy Event shall have occurred and be continuing at the case may be, shall, as a part time of such consolidation, merger, merger or sale comply with liquidation. DLJSC is hereby authorized to file an appropriate claim on behalf of the conditions set forth Holders if the Holders do not file such claim or there is not filed on behalf of the Holders a proper proof of claim in Article VIIIthe form required in any Bankruptcy Event prior to thirty (30) days before the expiration of the time to file such claim or claims.

Payment Over of Proceeds Upon Dissolution. Etc. ---- In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a "Proceeding"), then ) the holders of Senior Debt shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such all Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment")securities, on account of principal of (or premium, if any) or interest (including any Additional Interest) on or other obligations in respect of the Securities or on account of the any purchase or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a "Securities Payment"), and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that Securities Payment which may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, Securities Payment before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distributionSecurities Payment, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares a payment or distribution of stock of the Company as reorganized or readjusted, or securities of the Company provided for by a plan of reorganization or read- justment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by a such plan or of reorganization or readjustment, in each case, readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all conveyance or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that which acquires by sale conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyBorrower or to its assets, its creditors or its property, (bii) any proceeding for the liquidation, dissolution, dissolution or other winding up of the CompanyBorrower, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets and liabilities of the Company Borrower (each such eventcollectively, if any, herein sometimes referred to as a "ProceedingBankruptcy Events"), then and in any such event: the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash of all amounts due or cash equivalents to become due on or otherwise in respect of all Senior Indebtedness (including interest after the commencement of a manner satisfactory to Bankruptcy Event at the holders of rate specified in the Senior DebtIndebtedness, whether or not allowed), before the Holders of the Securities are any Lender is entitled to receive any direct or retain indirect payment or distribution on account of Subordinated Obligations including, without limitation, by exercise of set-off and any payment which may be payable or deliverable by reason of any other Indebtedness being subordinated in right of payment to the Subordinated Obligations; any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities (including, without limitation, securities of the Borrower or any successor), by set-off or otherwise, to which any Lender would be entitled on account of the Subordinated Obligations but for the provisions of this Section 9 or 2.02, including any such payment by or distribution that which may be payable or deliverable by reason of the payment of any other debt Indebtedness of the Company (including any series of the Securities) Borrower being subordinated to the payment of the Securities, Subordinated Obligations (except for any such payment or distribution (1) authorized by an unstayed, final, nonappealable order or decree stating that effect is being hereafter referred given to the subordination of such Subordinated Obligations to the Senior Indebtedness, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or (2) of securities which, if debt securities, are subordinated to at least the same extent as the Subordinated Obligations are to (A) such Senior Indebtedness or (B) any securities issued in exchange for Senior Indebtedness; provided, however, that (x) the final maturity of such securities shall not be earlier than one year following the maturity date of the last to mature of the Senior Indebtedness (including any securities issued in exchange therefor) at the time outstanding and the scheduled amortization thereof shall not be more favorable (as to amount or time of payment) than the scheduled amortization of the principal amount of the Subordinated Obligations, (y) such securities shall contain covenants which are no more restrictive than the covenants contained herein and shall not contain greater defaults than as are contained herein, and (z) such securities shall bear interest at a "Junior Subordinated Payment")rate per annum less than or equal to 14% per annum computed on the same basis as described herein) 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 all Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of principal such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and distribution to that end the holders of such Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether Indebtedness; and in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 9, the Trustee or the Holder of any Security Lender shall have received any such payment or distribution of assets of the Company Borrower of any kind or charactercharacter on account of the Subordinated Obligations, whether in cashwhether, property or securitiessecurities (including, without limitation, securities of the Borrower or any successor thereto), including any Junior such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Borrower being subordinated to the payment of the Subordinated Payment, Obligations (but excluding any payment of the character described in the parenthetical clause in the foregoing paragraph (b)) before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfull, then and in such event such payment or distribution shall be paid over or delivered delivered, in accordance with Section 9.10 hereof, forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Borrower for application to the payment of all such Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. For purposes If, notwithstanding the provisions of this Article onlyAgreement, the words "there shall occur any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company Borrower with, or the any merger of the Company Borrower into, another Person corporation or the liquidation or dissolution of the Company Borrower following the sale of all any conveyance, transfer or substantially all lease of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entiretyentirety to another corporation, as such consolidation, merger or liquidation shall not be deemed a Bankruptcy Event; provided, that no other Bankruptcy Event shall have occurred and be continuing at the case may be, shall, as a part time of such consolidation, merger, merger or sale comply with liquidation. The Bank is hereby authorized to file an appropriate claim on behalf of the conditions set forth Lenders if the Lenders do not file such claim or there is not filed on behalf of the Lenders a proper proof of claim in Article VIIIthe form required in any Bankruptcy Event prior to thirty (30) days before the expiration of the time to file such claim or claims.

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, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the Companyany Guarantor or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Companyany Guarantor, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets or liabilities of the Company (each any Guarantor, then and in any such event, if any, herein sometimes referred to as a "Proceeding"), then ; (1) the holders of Guarantor Senior Debt Indebtedness shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents Cash Equivalents or otherwise in a manner satisfactory any other form as acceptable to the holders of Guarantor Senior DebtIndebtedness of all amounts due on or in respect of all Guarantor Senior Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Guarantor Junior Securities) on account of the Guarantee of such Guarantor; (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (including any payment excluding Permitted Guarantor Junior Securities), by distribution that may set-off or otherwise, to which the Holders or the Trustee would be payable entitled but for the provisions of this Article shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, Person making such payment or distribution being hereafter referred distribution. whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a "Junior Subordinated Payment")the holders of Guarantor Senior 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 Indebtedness may have been issued, on account of principal of or interest (including any Additional Interest) on ratably according to the Securities or segregated amounts remaining unpaid on account of the purchase 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 acquisition of Securities by the Company or any Subsidiary and form as acceptable to that end the holders of Guarantor Senior Debt shall be entitled Indebtedness of all Guarantor Senior Indebtedness remaining unpaid, after giving effect to receive, for application to the payment thereof, any concurrent payment or distribution to the holders of any kind or character, whether such Guarantor Senior Indebtedness; and (3) in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, in respect of the Guarantee of such Guarantor before all Guarantor Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfull, then and in such event such payment or distribution (excluding Permitted Guarantor Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company such Guarantor for application to the payment of all Guarantor Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Guarantor Senior Debt Indebtedness in full, full in cash or Cash Equivalents or in any other form as acceptable to the holders of Guarantor Senior Indebtedness after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleIndebtedness. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another Person or the liquidation or dissolution of the Company any Guarantor following the sale sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of its such Guarantor's properties and or assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person that which acquires by sale 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 sale other disposal comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial similar case or proceeding in connection therewith, relative to Holdings or the CompanyCompany or to their respective creditors, its creditors as such, or its propertyto either such Person's assets, or (bii) any proceeding for the liquidation, dissolution, dissolution or other winding up of Holdings or the Company, Company whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets and liabilities of Holdings or the Company (each such eventcollectively, if any, herein sometimes referred to as a "ProceedingBANKRUPTCY EVENTS"), then and in any such event: (i) All obligations due or to become due under or with respect to all Senior Indebtedness in such proceeding shall be paid in full, in cash, before the holders of Senior Debt shall be the Notes are entitled to receive any payment or distribution, whether in full of principal of and interestcash, if anysecurities or other property, on such Senior Debtaccount of the Note Obligations; and (ii) all Company Note Obligations due or to become due under shall be paid in full, in cash, or provision shall be made for such payment in cash or cash equivalents or otherwise thereof in a form and manner satisfactory to the holders of Senior Debt, a majority in principal amount of the Company Notes then outstanding shall have been provided for before the Holders holders of the Securities Holdings Notes are entitled to receive or retain any payment or distribution of any kind or characterdistribution, whether in cash, property securities or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment")property, on account of principal of or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any Holdings Note Obligations. 11.2.2. Any payment or distribution of assets of Holdings or the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the holders of the Notes would be entitled but for the provisions of this Section 11, including any Junior Subordinated Payment, that such payment or distribution which may be payable or deliverable in respect by reason of the Securities payment of any other Indebtedness of Holdings or the Company being subordinated to the payment of the Note Obligations (including by reason of the subordination of the Holdings Note Obligations to the Company Note Obligations) shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such ProceedingSenior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest on, such Senior Indebtedness held or represented by each, to the extent necessary to make payment of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness, and, following the payment in full in cash of all Senior Indebtedness, to the holders of the Company Notes, and 11.2.3. In the event that, notwithstanding the foregoing provisions of this SectionSection 11.2, the Trustee or holders of the Holder of any Security Notes shall have received any such payment or distribution of assets of Holdings or the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, such payment or distribution which may be payable or deliverable by reason of any other Indebtedness being subordinated to the payment of the Note Obligations before all such Senior Debt Indebtedness is paid in full in cash, or, in the case of payments received by holders of Holdings Notes, before all Company Note Obligations are paid in full in cash or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfor, then and in such event such payment or distribution shall be held in trust by such Noteholder for the benefit of the holders of Senior Indebtedness, and shall forthwith be paid over or and delivered forthwith to the trustee in bankruptcyApplicable Agent, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, Indebtedness to the extent necessary to pay all such Senior Debt Indebtedness in full, full after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness and, after all Senior Indebtedness is paid in full, shall be paid over to the holders of the Company Notes for application to the Company Note Obligations to the extent necessary to pay all such Company Note Obligations in full after giving effect to any concurrent payment or distribution to or for the holders of such Company Note. 11.2.4. For purposes The Applicable Agent shall have the right to request the holders of this Article onlythe Notes to file and, in the words "event a Noteholder fails to do so within 10 days prior to any deadline fixed in such proceeding for the filing of such a claim, is hereby authorized to file a proof of claim in the form required in any Bankruptcy Event for and on behalf of that holder, to accept and receive any payment or distribution of which may be payable or deliverable at any kind time upon or character, whether in cash, property or securities" shall not be deemed to include shares of stock respect of the Company as reorganized Note Obligations (other than any payment or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into distribution which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIII.Noteholders

Payment Over of Proceeds Upon Dissolution. In the event of (ai) ----------------------------------------- any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyBorrower or to its assets, its creditors or its property, (bii) any proceeding for the liquidation, dissolution, dissolution or other winding up of any the CompanyBorrower, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company Borrower (each such eventcollectively, if any, herein sometimes referred to as a "ProceedingBankruptcy Events"), then and in any such event: (a) the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash of all amounts due or cash equivalents to become due on or otherwise in respect of all Senior Indebtedness (including interest after the commencement of a manner satisfactory to Bankruptcy Event at the holders of rate specified in the Senior DebtIndebtedness, whether or not allowed), before the Holders of the Securities are any Lender is entitled to receive any direct or retain any indirect payment or distribution on account of any kind or characterSubordinated Obligations including, whether in cashwithout limitation, property or securities (including by exercise of set-off and any payment by distribution that which may be payable or deliverable by reason of the payment of any other debt Indebtedness being subordinated in right of the Company (including any series of the Securities) subordinated payment to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of or interest Obligations; (including any Additional Interestb) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets of the Borrower of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any Lender would be entitled but for the provisions of this Section 11, including any Junior Subordinated Payment, that such payment or distribution which may be payable or deliverable in respect by reason of the Securities in payment of any other Indebtedness of the Borrower being subordinated to the payment of Subordinated Obligations (except for any such Proceeding. In payment or distribution (1) authorized by an unstayed, final, nonappealable order or decree stating that effect is being given to the subordination of such Subordinated Obligations to the Senior Indebtedness, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or (2) of securities which, if debt securities, are subordinated to at least the same extent as the Subordinated Obligations are to (A) such Senior Indebtedness or (B) any securities issued in exchange for Senior Indebtedness; provided, however, that (x) the final maturity day of such -------- ------- securities shall not be earlier than one year following the maturity date of the last to mature of the Senior Indebtedness (including any securities issued in exchange therefor) at the time outstanding and the scheduled amortization thereof shall not be more favorable (as to amount or time of payment) then the scheduled amortization of the principal amount of the Subordinated Obligations, (y) such securities shall contain covenants which are no more restrictive than the covenants contained herein and shall not contain greater defaults than as are contained herein, and (z) such securities shall bear interest at a rate per annum less than or equal to 12% per annum computed on the same basis as described herein) 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 all Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest on, such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing provisions of this SectionSection 11, the Trustee or the Holder of any Security Lender shall have received any such payment or distribution of assets of the Company Borrower of any kind or character, whether in cashwhether, property or securities, including any Junior such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Borrower being subordinated to the payment of the Subordinated Payment, Obligations (but excluding any payment of the character described in the parenthetical clause in the foregoing paragraph (b)) before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfor, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company Borrower for application to the payment of all such Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. For purposes If, notwithstanding the provisions of this Article onlyAgreement, the words "there shall occur any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company Borrower with, or the any merger of the Company Borrower into, another Person corporation or the liquidation or dissolution of the Company Borrower following the sale of all any conveyance, transfer or substantially all lease of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entiretyentirety to another corporation, as such consolidation, merger or liquidation shall not be deemed a Bankruptcy Event; provided, that no other Bankruptcy Event shall have occurred and be continuing at the case may be, shall, as a part time of such consolidation, merger, merger or sale comply with liquidation. The Bank Agent is hereby authorized to file an appropriate claim on behalf of the conditions set forth Lenders if the Lenders do not file such claim or there is not filed on behalf of the Lenders a proper proof of claim in Article VIIIthe form required in any Bankruptcy Event prior to thirty (30) days before the expiration of the time to file such claim or claims.

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, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the Companyany Guarantor or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Companyany Guarantor, whether voluntary or involuntary, or whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets or liabilities of the Company (each any Guarantor, then and in any such event, if any, herein sometimes referred to as a "Proceeding"), then : (1) the holders of Guarantor Senior Debt Indebtedness shall be entitled to receive payment in full of principal all amounts due on or in respect of and interest, if any, on such all Guarantor Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, Indebtedness before the Holders of the Securities are entitled to receive or retain 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 Securities")) 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 (including any payment excluding Permitted Guarantor Junior Securities), by distribution that may set-off or otherwise, to which the Holders or the Trustee would be payable entitled but for the provisions of this Article shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, Person making such payment or distribution being hereafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a "Junior Subordinated Payment")the holders of Guarantor Senior 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 Indebtedness may have been issued, on account of principal of or interest (including any Additional Interest) on ratably according to the Securities or aggregate amounts remaining unpaid on account of the purchase Guarantor Senior Indebtedness held or other acquisition represented by each, to the extent necessary to make payment in full of Securities by the Company all Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or any Subsidiary and distribution to that end the holders of such Guarantor Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether Indebtedness; and (3) in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding Permitted Guarantor Junior Securities), including any Junior Subordinated Paymentin respect of 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 Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfull, then and in such event such payment or distribution (excluding Permitted Guarantor Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment payments or distribution distributions of assets of the Company such Guarantor for application to the payment of all Guarantor Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Guarantor Senior Debt Indebtedness in full, full after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt. For purposes 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 only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleFourteen. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another Person or the liquidation or dissolution of the Company any Guarantor following the sale of all sale, assignment, conveyance, transfer, lease or substantially all other disposal of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person that which acquires by sale 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 sale comply with other disposal, agrees to be bound by the subordination provisions contained in Article Fourteen of this Indenture and each of the conditions set forth in Article VIII.Section 801 (as in effect on the date hereof) shall have been satisfied in full. 160

Payment Over of Proceeds Upon Dissolution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets and liabilities of the Company (each such event, if any, herein sometimes referred to as a "Proceeding")Company, then and in any such event the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such all Senior DebtIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior DebtIndebtedness, before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of (or premium, if any) or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary Notes, and to that end the holders of Senior Debt Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that which may be payable or deliverable in respect of the Securities Notes in any such Proceedingcase, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of the Company prohibited by the foregoing paragraph of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtfor, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior DebtIndebtedness. For purposes of this Article XII only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or of reorganization or readjustment, readjustment which in each case, which securities either case are subordinated in right of payment to all then Senior Indebtedness which may at the time be outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities Notes are so subordinated as provided in this ArticleArticle XII. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all conveyance or substantially all transfer of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 12.2 if the Person formed by such consolidation or into which the Company is merged or the Person that which acquires by sale conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or sale transfer, comply with the conditions set forth in Article VIII.

Payment Over of Proceeds Upon Dissolution. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its assets, its creditors or its property, (bii) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of the assets and liabilities of the Company (each such eventcollectively, if any, herein sometimes referred to as a "ProceedingBankruptcy Events"), then and in any such event: (a) the holders of Senior Debt Indebtedness shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents Cash Equivalents of all amounts due or otherwise to become due on or in respect of all Senior Indebtedness (including interest after the commencement of a manner satisfactory to Bankruptcy Event at the holders of rate specified in the documentation for such Senior DebtIndebtedness, whether or not allowed), before the Holders of the Securities are any Holder is entitled to receive any direct or retain any indirect payment or distribution on account of any kind or characterthe Subordinated Obligations (other than in the form of securities permitted to be paid in accordance with the first parenthetical in clause (b) below) including, whether in cashwithout limitation, property or securities (including by exercise of set-off and any payment by distribution that which may be payable or deliverable by reason of the payment of any other debt indebtedness being subordinated in right of the Company (including any series of the Securities) subordinated payment to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of or interest Obligations; (including any Additional Interestb) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any Holder would be entitled but for the provisions of this Section 9, including any Junior Subordinated Payment, before all Senior Debt is paid in full such payment or distribution which may be payable or deliverable by reason of the payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory of any other indebtedness of the Company being subordinated to the holders payment of the Subordinated Obligations (except for any such payment or distribution of securities which, if debt securities, are unsecured and subordinated to at least the same extent as the Subordinated Obligations are to (A) such Senior Debt, Indebtedness or (B) any securities issued in exchange for Senior Indebtedness and if mature no earlier than six months after such fact shall, at Senior Indebtedness or prior to securities issued in exchange) shall be paid by the time of 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 all Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been made known issued, ratably according to a Responsible Officer the aggregate amounts remaining unpaid on account of the Trustee orprincipal of, as the case may beand interest on, such HolderSenior Indebtedness held or represented by each, to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing provisions of this Section 9, any Holder shall have received any such payment or distribution of assets of the Company of any kind or character, whether property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Subordinated Obligations (but excluding any payment of the character described in the parenthetical clause in the foregoing paragraph (b)) before all Senior Indebtedness is paid in full, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all such Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIndebtedness. For purposes If, notwithstanding the provisions of this Article onlyAgreement, the words "there shall occur any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the any merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the sale of all any conveyance, transfer or substantially all lease of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entiretyentirety to another corporation, as such consolidation, merger or liquidation shall not be deemed a Bankruptcy Event; provided, that no other Bankruptcy Event shall have occurred and be continuing at the case may be, shall, as a part time of such consolidation, merger, merger or sale comply with liquidation. DLJSC is hereby authorized to file an appropriate claim on behalf of the conditions set forth Holders if the Holders do not file such claim or there is not filed on behalf of the Holders a proper proof of claim in Article VIIIthe form required in any Bankruptcy Event prior to thirty (30) days before the expiration of the time to file such claim or claims.

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, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the Companyany Guarantor or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Companyany Guarantor, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets or liabilities of the Company (each any Guarantor, then and in any such event, if any, herein sometimes referred to as a "Proceeding"), then : (1) the holders of Senior Debt Guarantor Indebtedness shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents Cash Equivalents or otherwise in a manner satisfactory any other form acceptable to the holders of Senior DebtGuarantor Indebtedness, of all amounts due on or in respect of all Senior Guarantor Indebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character (excluding Permitted Guarantor Junior Securities) on account of the Guarantee of such Guarantor; and (2) any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities (including any payment excluding Permitted Guarantor Junior Securities), by distribution that may set-off or otherwise, to which the Holders or the Trustee would be payable entitled but for the provisions of this Article shall be paid by the liquidating trustee or deliverable by reason of the payment of any agent or other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, Person making such payment or distribution being hereafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a "Junior Subordinated Payment")the holders of Senior Guarantor Indebtedness or their representative or representatives or to the trustee or trustees under 134 any indenture under which any instruments evidencing any of such Senior Guarantor Indebtedness may have been issued, on account of principal of or interest (including any Additional Interest) on ratably according to the Securities or aggregate amounts remaining unpaid on account of the purchase 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 acquisition of Securities by the Company or any Subsidiary and form acceptable to that end the holders of Senior Debt shall be entitled Guarantor Indebtedness of all Senior Guarantor Indebtedness remaining unpaid, after giving effect to receive, for application to the payment thereof, any concurrent payment or distribution to the holders of any kind or character, whether such Senior Guarantor Indebtedness; and (3) in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company any Guarantor of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, in respect of the Guarantee of such Guarantor before all Senior Debt Guarantor Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfull, then and in such event such payment or distribution (excluding Permitted Guarantor Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company such Guarantor for application to the payment of all Senior Debt Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt Guarantor Indebtedness in fullfull in cash or Cash Equivalents or in any other form acceptable to the holders of Senior Guarantor Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this ArticleGuarantor Indebtedness. The consolidation of the Company any Guarantor with, or the merger of the Company any Guarantor with or into, another Person or the liquidation or dissolution of the Company any Guarantor following the sale sale, assignment, conveyance, transfer, lease or other disposal of all or substantially all of its such Guarantor's properties and or assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII Eight shall not be deemed a Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged surviving entity of such merger or the Person that which acquires by sale 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 sale other disposal, comply with the conditions set forth in Article VIIIEight.

Payment Over of Proceeds Upon Dissolution. (a) In the event of (ax) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its creditors, as such, or to its creditors assets, or its property, (by) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, Company whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (cz) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets and liabilities of the Company (each such eventcollectively, if any, herein sometimes referred to as a "ProceedingBankruptcy Events"), then and in any such event: (1) the holders of Senior Debt Indebtedness shall be entitled to receive payment in cash in full of principal all amounts due or to become due on or in respect of and interest, if any, on all such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior DebtIndebtedness, before the Registered Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or characterdistribution, whether in cash, property securities or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment")property, on account of principal of or interest Subordinated Obligations; (including any Additional Interest2) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including by set-off or otherwise, to which the Registered Holders would be entitled but for the provisions of this paragraph 6P (except for any such payment or distribution (x) authorized by an order or decree stating that effect is being given to the subordination of such Subordinated Obligations to such Senior Indebtedness or (y) of securities which, if debt securities, are subordinated to at least the same extent as such Subordinated Obligations to the payment of all Senior Indebtedness then outstanding (each such payment or distribution, a "Junior Payment") shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest on, such Senior Indebtedness held or represented by each, to the extent necessary to make payment in cash in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this paragraph 6P, the Registered Holders shall have received any such payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (but excluding any Junior Subordinated Payment, ) before all such Senior Debt Indebtedness is paid in full in cash or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfor, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all such Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Debt Indebtedness in fullfull in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes Indebtedness. (b) If, notwithstanding the provisions of this Article onlyAgreement, the words "there shall occur any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the any merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the sale of all any conveyance, transfer or substantially all lease of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entiretyentirety to another corporation, as the case may be, shall, as a part of such consolidation, merger, merger or sale comply with liquidation shall not be deemed a Bankruptcy Event for the conditions set forth in Article VIII.purposes of this paragraph 6P.

Payment Over of Proceeds Upon Dissolution. In the event of (a) any receivershipproceeding under any Debtor Relief Law, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, any Borrower or to its creditors or its property(in respect of any Borrower), (b) any proceeding for the liquidation, dissolutionas such, or other winding up of the Companyto its assets, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) then and in any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), then : (i) the holders of the Senior Debt shall be entitled to receive payment in full Payment In Full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of all Senior Debt, before the Holders of the Securities are any Lender is entitled to receive or retain any payment on account of the Senior Subordinated Debt (other than a distribution of Reorganization Securities); (ii) any payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities (securities, by set-off or otherwise, to which any Lender would be entitled but for the provisions of this Article IX, including any such payment by or distribution that which may be payable or deliverable by reason of the payment of any other debt Indebtedness of the Company (including any series of the Securities) Borrower being subordinated to the payment of the Senior Subordinated Debt (other than a distribution of Reorganization Securities, ) shall be paid by the liquidating trustee or agent or other Person making such payment or distribution being hereafter referred distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to as a "Junior Subordinated Payment"), on account of principal of or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receiveor their representative or representatives, for application or to the payment thereoftrustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, to the extent necessary to make Payment In Full of all Senior Debt, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt; and (iii) in the event that, notwithstanding the foregoing provisions of this Section 9.02, any Lender shall have received any such payment or distribution of assets of any Borrower of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that such payment or distribution which may be payable or deliverable in respect by reason of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder payment of any Security shall have received other Indebtedness of any Borrower being subordinated to the payment or distribution of assets of the Company of Senior Subordinated Debt (but excluding any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, Reorganization Securities) before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such HolderPaid In Full, then and in such event such payment or distribution shall be held in trust for the holders of the Senior Debt and paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company any Borrower for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay make Payment In Full of all Senior Debt in fullDebt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes If the Lenders shall have failed to file claims or proofs of this Article only, claim with respect to the words "Loans in any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock proceeding of the Company as reorganized or readjusted, or securities of type referred to in the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes first sentence of this Section if 9.02 earlier than five (5) days prior to the Person formed by deadline for any such consolidation filing, the Lenders hereby appoint and empower the Senior Debt Agent to file such claims or into which proofs of claim; provided, that the Company is merged Senior Debt Agent shall have no obligation to file any such claim or the Person that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part proof of such consolidation, merger, or sale comply with the conditions set forth in Article VIIIclaim.

Payment Over of Proceeds Upon Dissolution. (a) In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial similar case or proceeding in connection therewith, relative to the Companyany Credit Party or to its creditors, as such, or to its creditors assets, or its property, (b) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, any Credit Party whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, (c) or any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets and liabilities of the Company any Credit Party (each such eventcollectively, if any, herein sometimes referred to as a "ProceedingBankruptcy Events"), then and in any such event: (i) the holders of Senior Debt shall be entitled to receive payment in Cash in full of principal all amounts due or to become due on or in respect of and interest, if any, on all such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are Lender is entitled to receive any payment or retain distribution, whether in Cash, securities or other property, on account of the Subordinated Obligations; (ii) any payment or distribution of assets of any Credit Party of any kind or character, whether in cashCash, property or securities (securities, by set-off or otherwise, to which the Lender would be otherwise entitled but for the provisions of this Article 8, including any such payment by or distribution that which may be payable or deliverable by reason of the payment of any other debt Indebtedness of the Company (including any series of the Securities) Credit Party being subordinated to the payment of the Securities, Subordinated Obligations of any Credit Party (except for any such payment or distribution being hereafter referred of securities which, if debt securities, are subordinated to at least the same extent as such Subordinated Obligations to the payment of all Senior Debt then outstanding and which, in any case, do not mature or become subject to a mandatory repurchase, mandatory defeasance or similar mandatory redemption obligation prior to one year following the maturity of such Senior Debt ("Junior Subordinated PaymentSecurities")) shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, on account whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of principal such Senior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of or interest (including any Additional Interest) on such Senior Debt may have been issued, ratably according to the Securities or aggregate amounts remaining unpaid on account of the purchase principal of, and interest on, such Senior Debt held or other acquisition represented by each, to the extent necessary to make payment in Cash in full of Securities by the Company all such Senior Debt remaining unpaid, after giving effect to any concurrent payment or any Subsidiary and distribution to that end the holders of such Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether Debt; and (iii) in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionArticle 8, the Trustee or the Holder of any Security Lender shall have received any such payment or distribution of assets of the Company any Credit Party of any kind or character, whether in cashCash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Credit Parties being subordinated to the payment of Subordinated Obligations (but excluding any Junior Subordinated Payment, Securities) before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfor, then and in such event such payment or distribution shall be held in trust for the benefit of the holders of Senior Debt and paid over or delivered forthwith directly to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment holders of all Senior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaidunpaid on the principal of, and interest on, such Senior Debt held or represented by each, to the extent necessary to pay all such Senior Debt in fullfull in Cash, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes ; provided, that if the Lender is ordered by any court of competent jurisdiction to pay such payment or distribution to such trustee in bankruptcy, receiver, liquidating trustee or otherwise, then the Lender shall have no liability to the holders of Senior Debt pursuant to the provisions of this Article onlySection 8.2(a) for complying with such order. (b) The Senior Agent or any other agent for or trustee of any Senior Debt created after the Closing Date shall have the right to request the Lender to file and, in the words "event the Lender fails to do so within 14 days, is hereby authorized to file a proper claim or proof of debt in the form required in any Bankruptcy Event for and on behalf of the Lender or any other holder of the Note (including on behalf of each such holder with respect to any such rights received by such holders from holders of Indebtedness of the Credit Parties due to such Indebtedness being subordinated to the Subordinated Obligations), to accept and receive any payment or distribution which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations in an amount not in excess of the Senior Debt then outstanding and to take such other action as may be reasonably necessary to effectuate the foregoing. Each holder of the Note shall provide to the Senior Agent all information and documents reasonably necessary to present claims or seek enforcement as aforesaid. The Lender and any kind other holder of the Note shall retain the right to vote to accept or characterreject any plan of partial or complete liquidation, whether in cashreorganization, property arrangement, composition or securities" extension); provided, that such holder shall not be deemed take any action or vote in any way so as to include shares contest the enforceability of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIII.this

Payment Over of Proceeds Upon Dissolution. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganizationrelief, arrangement, adjustment, composition reorganization or other judicial similar case or proceeding in connection therewith, relative to the Company, its creditors maker or its propertycreditors, as such, or to any of its assets, or (bii) any proceeding for the liquidation, dissolution, reorganization or other winding up of the Companymaker, whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of assets and liabilities of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding")maker, then the holders of the Senior Debt Indebtedness shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of and interest, if any, on such the Senior DebtIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debtcash, before the Holders of the Securities are Holder is entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary hereunder, and to that end the holders of the Senior Debt Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that securities which may be payable or deliverable in respect of the Securities Note in any such Proceedingcase, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding Notwithstanding the foregoing provisions of this Sectionclause (a), the Trustee or if the Holder of any Security shall have received any payment or distribution of assets of the Company maker of any kind or character, whether in cash, property or securities, including securities during the pendency of any Junior Subordinated Payment, proceeding referred to in clause (a) before all Senior Debt Indebtedness is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfor, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person person making payment or distribution of assets of the Company maker for the application to the payment of all the Senior Debt Indebtedness remaining unpaid, to the extent necessary to pay all the Senior Debt Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of the Senior Debt. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article VIIIIndebtedness.

Payment Over of Proceeds Upon Dissolution. (a) In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial similar case or proceeding in connection therewith, relative to the CompanyCompany or to its creditors, as such, or to its creditors assets, or its property, (bii) any proceeding for the liquidation, dissolution, dissolution or other winding up of the Company, Company whether voluntary or involuntary, involuntary and whether or not involving insolvency or bankruptcy proceedingsbankruptcy, or (ciii) any assignment by the Company for the benefit of creditors or (d) any other marshaling marshalling of the assets and liabilities of the Company (each such eventcollectively, if any, herein sometimes referred to as a "ProceedingBankruptcy Events"), then and in any such event: (A) the holders of Senior Debt (including the Senior Agent, on behalf of the Senior Lenders), shall be entitled to receive payment in full of principal all amounts due or to become due on or in respect of and interestall Senior Debt in cash, if any, on such Senior Debt, property or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory securities acceptable to the holders of Senior Debt, before the Holders of the Securities are any Purchaser is entitled to receive or retain any payment from or distribution of any kind or character, whether in cash, property or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt on behalf of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received Obligations; (B) any payment or distribution of assets of by the Company of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which any Purchaser would be entitled but for the provisions of this Section 6, including any Junior such payment or distribution which may be payable or deliverable by reason of the payment of any other Subordinated PaymentDebt of the Company (except for any such payment or distribution (1) authorized by an unstayed, before final, non-appealable order or decree stating that effect is being given to the subordination of such Obligations to the Senior Debt, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or (2) constituting securities which, if debt securities, are subordinated to at least the same extent as such Obligations to the payment of all Senior Debt is then outstanding and which, in any case, do not mature or become subject to a mandatory redemption obligation prior to the one-year anniversary of the maturity of such Senior Debt (the "Permitted Junior Securities")) 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 all Senior Debt or their representative or representatives, ratably according to the aggregate amounts remaining unpaid on account of the principal of, and interest on, such Senior Debt held or represented by each, to the extent necessary to make payment in full of all such Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt; and (C) in the event that, notwithstanding the foregoing provisions of this Section 6, any Purchaser shall have received from or on behalf of the Company any payment thereof is provided for or distribution of assets of any kind or character in cash violation of the foregoing subclauses (A) or cash equivalents (B), whether in cash, property or otherwise in a manner satisfactory securities acceptable to the holders of Senior Debt, and if such fact shall, at or prior to the time of including any such payment or distribution, have been made known to a Responsible Officer distribution which may be payable or deliverable by reason of the Trustee orpayment of any other Subordinated Obligations of the Company (but excluding any Permitted Junior Securities) before all such Senior Debt is paid in full in cash, as property or securities acceptable to the case may be, such Holderholders of Senior Debt, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all such Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in fullfull in cash, property or securities, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. For purposes of this Article only, the words ". (b) If there shall occur any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the any merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the sale of all any conveyance, transfer or substantially all lease of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entiretyentirety to another corporation, as such consolidation, merger or liquidation shall not be deemed a Bankruptcy Event; provided, that no other Bankruptcy Event shall have occurred and be continuing at the case may be, shall, as a part time of such consolidation, merger, merger or sale comply with the conditions set forth in Article VIIIliquidation.

Payment Over of Proceeds Upon Dissolution. (a) In the event of any Bankruptcy: (ai) any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Debt Creditors shall be entitled to receive payment in full in cash of principal all amounts due or to become due on or in respect of and all Senior Debt (including any interest, if anyfees or other amounts that will become due but for the commencement of any Bankruptcy at the rates specified in the Senior Credit Agreement, on such Senior Debt, whether or provision shall be made not a claim for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders any of the Securities are same is allowed) before any Subordinated Creditor is entitled to receive any direct or retain indirect payment, redemption or other distribution on account of Subordinated Obligations, including, without limitation, by exercise of set-off and any payment, redemption or other distribution that may be payable or deliverable by reason of any other Indebtedness being subordinated in right of payment to the Subordinated Obligations; (ii) any payment, redemption or other distribution of assets of any Obligor of any kind or character, whether in cash, property or securities (including, without limitation, securities of such Obligor or any successor), by set-off or otherwise, to which any Subordinated Creditor would be entitled on account of the Subordinated Obligations but for the provisions of this Agreement, including any payment by such payment, redemption or other distribution that may be payable or deliverable by reason of the payment of any other debt Indebtedness of such Obligor being subordinated to the payment of Subordinated Obligations, 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 Agent for the benefit of the Company Senior Creditors, to the extent necessary to make payment in full in cash of all such Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to or for the Agent and/or the Senior Creditors; and (iii) if, notwithstanding the foregoing, any Subordinated Creditor shall have received any such payment, redemption or other distribution of assets of any Obligor of any kind or character on account of the Subordinated Obligations, whether property or securities (including, without limitation, securities of such Obligor or any successor thereto), including any series such payment, redemption or other distribution that may be payable or deliverable by reason of the Securities) payment of any other Indebtedness of such Obligor being subordinated to the payment of the Securities, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, Obligations before all Senior Debt is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holderfull, then and in such event such payment payment, redemption or other distribution shall be paid over or delivered delivered, in accordance with Section 10 hereof, forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company such Obligor for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in fullfull in cash, after giving effect to any concurrent payment payment, redemption or other distribution to or for the holders of Agent and/or the Senior Debt. For purposes Creditors; (b) If, notwithstanding the provisions of this Article onlyAgreement, the words "there shall occur any payment or distribution consolidation of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan or reorganization or readjustment, in each case, which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company Obligor with, or the any merger of the Company any Obligor into, another Person corporation or the liquidation or dissolution of the Company any Obligor following the sale of all any conveyance, transfer or substantially all lease of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entiretyentirety to another corporation in accordance with the terms of the Senior Credit Agreement, such consolidation, merger or liquidation shall not be deemed a Bankruptcy; provided that no Bankruptcy other than as described in this subsection (b) shall have occurred and be continuing at the case may be, shall, as a part time of such consolidation, mergermerger or liquidation. (c) In order to enable any Senior Creditor or any trustee, agent or sale comply representative acting on behalf of any Senior Creditor to enforce its rights hereunder in any Bankruptcy, each Senior Creditor is hereby irrevocably authorized and empowered during the course of any such Bankruptcy in its respective discretion to present for and on behalf of the Subordinated Creditors such proofs of claim against the Obligors on account of the Subordinated Obligations as such Senior Creditor may deem expedient or proper and to vote such proofs of claim in any such Bankruptcy if the Subordinated Creditors shall not have filed a proof of claim and provided such Senior Creditor with a copy of such proof of claim with an acknowledgement of filing by a date 10 days prior to the conditions set forth in Article VIIIdate on which such filing would be barred.

Payment Over of Proceeds Upon Dissolution. In the event of ETC. (a) any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors or (d) any other marshaling of the assets of the Company (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Debt shall be entitled to receive payment in full of principal of and interest, if any, on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain Upon any payment or distribution of any kind or character, whether in cash, property assets or securities (including any payment by distribution that may be payable or deliverable by reason of the payment of any other debt of the Company (including any series of the Securities) subordinated to the payment of the SecuritiesCompany, such payment or distribution being hereafter referred to as a "Junior Subordinated Payment"), on account of principal of or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness (including any Junior interest accruing subsequent to an event specified in Sections 501(7) and 501(8) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment by the Company on account of Senior Subordinated PaymentObligations, that may be payable or deliverable in respect any payment to acquire any of the Securities in for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by the Company of any Senior Subordinated Obligations upon any such Proceeding. In the event thatdissolution, notwithstanding the foregoing provisions of this Sectionwinding up, the Trustee liquidation or the Holder of any Security shall have received reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, including to which the Holders or the Trustee on behalf of the Holders would be entitled, but for the provisions of this Article Fourteen, shall be made by the Company or by any Junior Subordinated Paymentreceiver, before all Senior Debt is paid trustee in full bankruptcy, liquidating trustee, agent or other similar Person making such payment thereof is provided for in cash or cash equivalents distribution, or otherwise in a manner satisfactory by the Holders or the Trustee if received by them or it, directly to the holders of Senior DebtIndebtedness (PRO RATA to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their Representatives, and if or to any trustee or trustees under any other indenture pursuant to which any such fact shall, at or prior to the time of such payment or distribution, Senior Indebtedness may have been made known to a Responsible Officer of the Trustee orissued, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaidtheir respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Debt. For purposes Indebtedness. (b) To the extent any payment of this Article onlySenior Indebtedness (whether by the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside, or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, taste in bankruptcy, liquidating trustee, agent or other similar Person, the words "Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Section 1403(a) of this Indenture and before all obligations in respect of Senior Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their Representatives or to the trustee or trustees under any other indenture pursuant to which any such Senior Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (d) For purposes of this Section 1403, the words "cash, property or securities" shall not be deemed to include shares (so long as the effect of stock this clause is not to cause the Securities to be treated in any case or proceeding or similar event described in this Section 1403 as part of the Company same class of claims as reorganized the Senior Indebtedness or readjustedany class of claims pari passu with, or senior to, the Senior Indebtedness for any payment or distribution), securities of the Company or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities are subordinated, to the payment of all Senior Indebtedness then outstanding; provided that (1) if a new corporation results from such reorganization or readjustment, in each casesuch corporation assumes the Senior Indebtedness and (2) the rights of the holders of the Senior Indebtedness are not, which securities are subordinated in right without the consent of payment to all then outstanding Senior Debt to substantially the same extent assuch holders, altered by such reorganization or to a greater extent than, the Securities are so subordinated as provided in this Articlereadjustment. The consolidation of the Company with, or the merger of the Company with or into, another Person corporation or the liquidation or dissolution of the Company following the sale sale, conveyance, transfer, lease or other disposition of all or substantially all of its properties property and assets as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person corporation upon the terms and conditions set forth provided in Article VIII Eight of this Indenture shall not be deemed a Proceeding dissolution, winding up, liquidation or reorganization for the purposes of this Section 1403 if the Person formed by such consolidation or into which the Company is merged or the Person that acquires by sale such properties and assets substantially as an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, sale, conveyance, transfer, lease or sale other disposition, comply with the conditions set forth stated in Article VIIIEight of this Indenture.