Common use of Priority and Payment Over of Proceeds in Certain Events Clause in Contracts

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, 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 Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XII, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, 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 Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XII, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 6.2 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangement, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the CompanyCorporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of all or part of the assets and liabilities of the Corporation (the foregoing events herein collectively referred to as an "Insolvency Event"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full full, in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant Corporation relating to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationAmounts Payable. Upon any Insolvency Event, any payment or distribution of assets or securities of the Company of any kind or characterCorporation, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would be entitled, except for entitled relating to any Amounts Payable other than pursuant to the provisions of this Article XII5, shall be made by the Company Corporation or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay payment or prepayment of all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Priority and Payment Over of Proceeds in Certain Events. (a) Subordination of Guarantee Obligations on Dissolution, Liquidation or Reorganization of Such Guarantor. Upon any payment or distribution of assets or securities of the Company, as the case may be, any Guarantor of any kind or character, whether in cash, property Property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingsproceedings (other than a liquidation or dissolution of such Guarantor into the Company or another Guarantor), all Obligations with respect to Guarantor Senior Indebtedness Debt of such Guarantor shall first be indefeasibly paid in full in cash, cash or Cash Equivalent Investments (or such payment shall first be duly provided for in cash or cash equivalentsto the satisfaction of the holders of Guarantor Senior Debt), before the Holders or the Trustee on behalf of the Holders Lenders shall be entitled to receive any payment with respect to any Guarantee Obligations of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentencesuch Guarantor (other than Guarantor Junior Securities), and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities (other than Guarantor Junior Securities) of the Company such Guarantor of any kind or character, whether in cash, property Property or securities, to which the Holders or the Trustee on their behalf Lenders would be entitled, entitled except for the provisions of this Article XIISection 11, shall be made by the Company such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness Debt of such Guarantor or their representatives to the extent necessary to pay all of the Guarantor Senior Debt of such Senior Indebtedness in full after giving effect to any concurrent payment or distribution Guarantor to the holders of such Guarantor Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIDebt.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, 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 Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XIIX, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives Representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of SUBORDINATION ON DISSOLUTION, LIQUIDATION OR REORGANIZATION OF THE COMPANY. In the Company, as the case may be, event of any kind insolvency or characterbankruptcy case proceeding, whether or any receivership, liquidation, reorganization or other similar case or proceeding in cashconnection therewith, property relative to the Company or securitiesits assets, upon or any liquidation, dissolution or other winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership any assignment for the benefit of creditors or other proceedingsmarshaling of assets or liabilities of the Company except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the sale, assignment, transfer, lease or other disposition of all or substantially all of its assets in one or more related transactions, upon the terms and conditions described under Article V hereof to the extent permitted under the terms of outstanding Senior Indebtedness), all Obligations with respect to Senior Indebtedness shall first due and owing (including, in the case of Designated Senior Indebtedness, interest and consignment fees accruing after the commencement of any such proceeding at the rate specified in the instrument evidencing the applicable Designated Senior Indebtedness, whether or not a claim therefor is allowed in such proceeding, to the date of payment of such Designated Senior Indebtedness) must be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, Cash Equivalents before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets of the Company of any kind or securitiescharacter is made on account of the Notes (including, without limitation, the principal, Redemption Price and Purchase Price of, and interest and Liquidated Damages (if any) on, the Notes). Before any payment may be made by the Company on account of the principal of or Notes (including, without limitation, the principal, Redemption Price and Purchase Price of, and interest on and Liquidated Damages (if any) on, the Securities pursuant to the provisions of the previous sentenceNotes), and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XIIX, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness of the Company or their representatives any Senior Representatives thereof to the extent necessary to pay all such Senior Indebtedness in full in cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment by or on behalf of the Company or distribution of assets or securities of the Company, as the case may be, of any kind or character, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangements, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshaling of all or part of the assets and liabilities of the Company (the foregoing events herein collectively referred to as an "Insolvency Event"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment by or on behalf of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company relating to any Amounts Payable. Upon any Insolvency Event, any payment by or on behalf of any kind the Company or characterdistribution of assets of the Company, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would be entitledentitled relating to any Amounts Payable, except for the provisions of this Article XIISection 5, shall shall, until payment in full in cash of all Senior Indebtedness (including from any concurrent payment or distribution to the holders of such Senior Indebtedness), be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders prepayment of all such Senior Indebtedness. Nothing contained in this Article XII shall limit If the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be has not been paid in full before the Holders or the Trustee are entitled to receive any payment from in cash at a time in which the Company is subject to an Insolvency Event, (a) the holders of principal of or interest on the Securities. Upon any Senior Indebtedness are hereby irrevocably authorized, but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution received on or after the Insolvency Event or to be received in respect of assets or securities referred to this Note (regardless of when originally due) in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distributionInsolvency Proceeding and give acquittance therefor and to file claims and proofs of claim, delivered to as their interests may appear, and (b) the Trustee Holder shall duly and promptly take, for the purpose account of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness, as their interests may appear, such actions as the holders of the Senior Indebtedness may request to collect and other Indebtedness receive all amounts payable by the Company in respect of the Company, the amount thereof this Note and to file appropriate claims or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to proofs of claim in respect of this Article XIINote.

Priority and Payment Over of Proceeds in Certain Events. (a) a. Upon any payment or distribution of assets or securities of the Company, as the case may be, 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 Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XII, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment by or on behalf of the Company or distribution of assets or securities of the Company, as the case may be, of any kind or character, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangement, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of all or part of the assets and liabilities of the Company (the foregoing events herein collectively referred to as an “Insolvency Event”), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment by or on behalf of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company relating to any Amounts Payable. Upon any Insolvency Event, any payment by or on behalf of any kind the Company or characterdistribution of assets of the Company, whether in cash, property property, securities or securitiesotherwise, to which the Holders or the Trustee on their behalf Holder would be entitledentitled relating to any Amounts Payable, except for the provisions of this Article XIISection 5, shall shall, until payment in full in cash of all Senior Indebtedness (including from any concurrent payment or distribution to the holders of such Senior Indebtedness), be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders prepayment of all such Senior Indebtedness. Nothing contained in this Article XII shall limit If the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be has not been paid in full before the Holders or the Trustee are entitled to receive any payment from in cash at a time in which the Company is subject to an Insolvency Event, (i) the holders of principal of or interest on the Securities. Upon any Senior Indebtedness are hereby irrevocably authorized, but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution received on or after the Insolvency Event or to be received in respect of assets or securities referred this Note (regardless of when originally due) in any insolvency proceeding and give acquittance therefor and to in this Article XIIfile claims and proofs of claim, as their interests may appear, and (ii) the Trustee Holder shall duly and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolutionpromptly take, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose account of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness, as their interests may appear, such actions as the holders of the Senior Indebtedness may request to collect and other Indebtedness receive all amounts payable by the Company in respect of the Company, the amount thereof this Note and to file appropriate claims or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to proofs of claim in respect of this Article XIINote.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment Subordination on Dissolution, Liquidation or distribution of assets or securities Reorganization of the Company, as . In the case may be, event of any kind insolvency or characterbankruptcy case or proceeding, whether or any receivership, liquidation, reorganization or other similar case or proceeding in cashconnection therewith, property relative to the Company or securitiesto its assets, upon or any liquidation, dissolution or other winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership any assignment for the benefit of creditors or other proceedingsmarshalling of assets or liabilities of the Company (except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties substantially as an entirety, upon the terms and conditions described under Article Five hereof), all Obligations with respect Senior Debt due and owing (including, in the case of Designated Senior Debt and Senior Debt under the Credit Facility, interest accruing after the commencement of any such case or proceeding at the rate specified in the instrument evidencing such Senior Debt, whether or not a claim therefor is allowed in such proceeding, to the date of payment of such Senior Indebtedness shall first Debt) must be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets of the Company of any kind or securitiescharacter (excluding shares of Capital Stock of the Company or securities of the Company provided for in a plan of reorganization or readjustment which are subordinate in right of payment to all Senior Debt to substantially the same extent as the Notes are so subordinated) is made on account of principal of, premium, if any, or interest on, the Notes, including repurchase, purchase, redemption or other acquisition of the Notes. Before any payment may be made by the Company of the principal of of, premium, if any, or interest on the Securities pursuant to the provisions of the previous sentenceNotes, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XIIEleven, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness Debt of the Company or their representatives any Senior Representatives thereof to the extent necessary to pay all such Senior Indebtedness Debt in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIDebt.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment Subordination on Dissolution, Liquidation or distribution of assets or securities Reorganization of the Company, as . In the case may be, event of any kind insolvency or characterbankruptcy case or proceeding, whether or any receivership, liquidation, reorganization or other similar case or proceeding in cashconnection therewith, property relative to the Company or securitiesto its assets, upon or any liquidation, dissolution or other winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership any assignment for the benefit of creditors or other proceedingsmarshalling of assets or liabilities of the Company (except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties substantially as an entirety, upon the terms and conditions described under Article Five hereof), all Obligations with respect Senior Debt due and owing (including, in the case of Designated Senior Debt and Senior Debt under the Credit Facility, interest accruing after the commencement of any such case or proceeding at the rate specified in the instrument evidencing such Senior Debt, whether or not a claim therefor is allowed in such proceeding, to the date of payment of such Senior Indebtedness shall first Debt) must be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets of the Company of any kind or securitiescharacter (excluding shares of Capital Stock of the Company or securities of the Company provided for in a plan of reorganization or readjustment which are subordinate in right of payment to all Senior Debt to substantially the same extent as the Notes are so subordinated) is made on account of principal of, premium, if any, or interest on, the Notes, including repurchase, purchase, redemption or other acquisition of the Notes. Before any payment may be made by the Company of the principal of of, premium, if any, or interest on the Securities pursuant to the provisions of the previous sentenceNotes, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XIIEleven, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness Debt of the Company or their representatives any Senior Representatives thereof to the extent necessary to pay all such Senior Indebtedness Debt in full after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.(b)

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment or distribution of assets or securities of the Company, as the case may be, 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 Obligations with respect to amounts payable under Senior Indebtedness shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of premium, if any, or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of of, and premium, if any, or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XII9, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives or to the trustee under any indenture under which the Senior Indebtedness may have been issued to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit Indebtedness except that the right of the Trustee or the Holders of Securities Securityholders would be entitled to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided receive securities that all Obligations with respect are subordinated to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before at least the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on same extent as the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Priority and Payment Over of Proceeds in Certain Events. (a) Upon any payment Subordination on Dissolution, Liquidation or distribution of assets or securities Reorganization of the ------------- -- ----------- ----------- -- -------------- -- --- Company, as . In the case may be, event of any kind insolvency or characterbankruptcy case or proceeding, whether or any ------- receivership, liquidation, reorganization or other similar case or proceeding in cashconnection therewith, property relative to the Company or securitiesits assets, upon or any liquidation, dissolution or other winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership any assignment for the benefit of creditors or other proceedingsmarshaling of assets or liabilities of the Company (except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the sale, assignment, transfer, lease or other disposition of all or substantially all of its assets in one or more related transactions, upon the terms and conditions described under Article V hereof to the extent permitted under the terms of outstanding Senior Debt), all Obligations with due and owing in respect of any Senior Debt (including interest accruing after the commencement of any such proceeding at the rate specified in the instrument evidencing the applicable Senior Debt, whether or not a claim therefor is allowed in such proceeding, to the date of payment of such Senior Indebtedness shall first Debt) must be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalents, before the Holders or the Trustee on behalf of the Holders shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets of the Company of any kind or securitiescharacter is made on account of the Notes (including, without limitation, the principal, Redemption Price and Purchase Price of, and interest and Liquidated Damages (if any) on, the Notes). Before any payment may be made by the Company on account of the principal of or Notes (including, without limitation, the principal, Redemption Price and Purchase Price of, and interest on and Liquidated Damages (if any) on, the Securities pursuant to the provisions of the previous sentenceNotes), and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, except for the provisions of this Article XIIX, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives Debt of the Company to the extent necessary to pay all such Senior Indebtedness Debt in full after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Nothing contained Debt (except that Holders may receive securities that are subordinated at least to the same extent as the Notes to the Senior Debt and any securities issued in this Article XII shall limit exchange for Senior Debt and payments made from the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities trust pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIVIII hereof).

Priority and Payment Over of Proceeds in Certain Events. (a) A. SUBORDINATION ON DISSOLUTION, LIQUIDATION OR REORGANIZATION OF THE BORROWER. Upon any payment or distribution of assets or securities of the Company, as the case may be, Borrower of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or any total or partial liquidation or reorganization of the CompanyBorrower, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Obligations with respect to Senior Indebtedness of the Borrower (including any interest accruing subsequent to an event specified in subsection 7.1J or 7.1K whether or not such interest is an allowed claim enforceable against the Borrower) shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalentsCash Equivalents, before the Holders Agent or the Trustee on behalf of the Holders Lenders shall be entitled to receive any payment of principal of or interest on by the Securities or distribution Borrower of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, Obligations and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company Borrower of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf Lenders would be entitled, entitled except for the provisions of this Article XII, Section 8 shall be made by the Company Borrower or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, directly to the holders of the Senior Indebtedness of the Borrower or their representatives to the extent necessary to pay all such of the Senior Indebtedness in full after giving effect to any concurrent payment or distribution of the Borrower to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIBorrower.

Priority and Payment Over of Proceeds in Certain Events. (ai) Upon any payment or distribution of assets or securities of the Company, as the case may be, of any kind or characterMaker, whether in cash, property property, securities or securitiesotherwise, upon in the event of any dissolution or dissolution, winding up or total or partial liquidation liquidation, reorganization, arrangements, adjustment, protection, relief or reorganization composition, or assignment for the benefit of creditors of the CompanyMaker, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, reorganization, relief or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshaling of all or any part of the assets and liabilities of the Maker (the foregoing events herein collectively referred to as an "INSOLVENCY EVENT"), all Obligations with respect to Senior Indebtedness shall first be indefeasibly paid in full full, in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Indebtedness, before the Holders or the Trustee on behalf of the Holders Holder shall be entitled to receive any payment of principal of or interest on the Securities or distribution of any assets or securities. Before any payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or characterMaker, whether in cash, property property, securities, or securitiesotherwise, relating to any Amount Payable. Upon any Insolvency Event, any payment otherwise, to which the Holders or the Trustee on their behalf Holder would be entitledentitled relating to any Amount Payable, except for the provisions of this Article XIISection 2, shall be made by the Company Maker or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or their representatives for application to the extent necessary to pay all such payment or prepayment of the Senior Indebtedness in full after giving effect to any concurrent payment or distribution to the holders of such the Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Priority and Payment Over of Proceeds in Certain Events. (a) SUBORDINATION ON DISSOLUTION, LIQUIDATION OR REORGANIZATION OF COMPANY. Upon any payment or distribution of assets or securities of the Company, as the case may be, Company 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 involuntary, or in bankruptcy, insolvency, receivership or other proceedingsproceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Company, all Obligations with respect to Senior Indebtedness Debt shall first be indefeasibly paid in full in cash, or payment provided for in cash or cash equivalentsequivalents in a manner satisfactory to the holders of Senior Debt, before any direct or indirect payments or distributions, including, without limitation, by exercise of set-off, of any cash, property or securities on account of principal of (or premium, if any) or interest on the Holders or Note and to that end the Trustee on behalf holders of the Holders Senior Debt shall be entitled to receive any payment of principal of or interest (pro rata on the Securities basis of the respective amounts of Senior Debt held by them) directly, for application to the payment thereof (to the extent necessary to pay all Senior Debt in full after giving effect to any substantially concurrent payment or distribution of any assets to or securities. Before any provision for payment may be made by the Company of the principal of or interest on the Securities pursuant to the provisions holders of the previous sentence, and upon any such dissolution or winding up or liquidation or reorganizationSenior Debt), any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which in respect of the Holders or the Trustee on their behalf would be entitledSubordinated Debt, except for the provisions of this Article XII, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to that the holders of the Senior Indebtedness Note may receive and retain equity securities of Company or their representatives debt securities of Company (or any Subsidiary of Company party to the Guaranty Agreement) that are subordinated to Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent necessary as, or to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution a greater extent than, the Note and the obligations of each Subsidiary under the Guaranty Agreement are subordinated to the holders of such Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities Debt pursuant to this Section 6.02 or to pursue any rights or remedies hereunder; provided that all Obligations with respect to Senior Indebtedness then or thereafter due or declared to be due shall first be paid in full before the Holders or the Trustee are entitled to receive any payment from the Company of principal of or interest on the Securities8. Upon any payment or distribution of assets or securities referred to in this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the The holders of Senior Indebtedness Debt are hereby authorized to file an appropriate claim for and other Indebtedness on behalf of the CompanyHolders if they or any of them do not file, and there is not otherwise filed on behalf of the amount thereof Holders, a proper claim or payable thereon, proof of claim in the amount form required in any such proceeding prior to 30 days before the expiration of the time to file such claim or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIclaims.