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

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or winding up partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of such Guarantor, whether voluntary or involuntary assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to the Company or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Guarantor Obligations due or to become due upon all Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor satisfaction of the principal ofholders of Senior Debt, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior Securities). Before any payment may be kind or character is made byon account of any Obligations on the Notes, or on behalf of, for the acquisition of any Guarantor of the principal of, premium, if any, Notes for cash or interest on the Securities upon property or otherwise. Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) To the extent any payment of Senior Debt (whether by or on behalf of 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, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding winding-up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities)proceedings, all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, of or interest on the SecuritiesSecurities pursuant to such Guarantor's Guarantee, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, of or interest on the Securities upon any such dissolution or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by made directly to the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a12.03(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 by the Trustee (if the Notice required by Section 12.06 has been -70- received by the Trustee) or the Holder to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 12.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or winding up partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of such Guarantor, whether voluntary or involuntary assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to the Company or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Guarantor Obligations due or to become due upon all Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor satisfaction of the principal ofholders of Senior Debt, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted any kind or character (other than payments by a trust previously established pursuant to Article Eight) is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise, other than payments or distributions in Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such Guarantor the Company of any kind or charactercharacter (other than payments by a trust previously established pursuant to Article Eight), whether in cash, property or securities (excluding any payment securities, other than payments or distribution of Permitted distributions in Junior Securities), to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this IndentureArticle Ten, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any Guarantor the Company of any kind or charactercharacter (other than payments by a trust previously established pursuant to Article Eight), whether in cash, property or securities (excluding any payment or distribution of Permitted securities, other than in Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash10.04(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance 282 -102- or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, character (whether in cash, property or securities, ) upon any dissolution or winding winding-up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities)proceedings, all Guarantor amounts due or to become due with respect to all Senior Indebtedness Debt of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on their behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the SecuritiesSecurities pursuant to such Guarantor's Guarantee, or any payment by such Guarantor to acquire any of the Securities Se- curities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities. Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of Guarantor the Senior Indebtedness Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their representatives representative(s) or to the trustee or trustees or agent or agents trustee(s) under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a12.03(a) and before all obligations in respect of the Guarantor Senior Indebtedness Debt of such Guarantor are paid in full in cashfull, or payment provided for, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) Debt or their respective representativesrepresentative(s), or to the trustee or trustees or agent or agents trustee(s) under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveDebt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or winding up marshaling of assets of the Company, or total liquidation in a bankruptcy, reorganization, insolvency, receivership or reorganization of such Guarantorother similar proceeding relating to the Company or its property, whether voluntary or involuntary involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full, in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise; and until all such Obligations with respect to all Senior Debt are paid in full in cash or Cash Equivalents, any distribution to which the Holders would be entitled, but for the subordination provisions, will be made to the holders of Senior Debt as their interests may appear (except that Holders may receive securities of the Company that are unsecured and subordinated at least to the same extent as the Notes to Senior Debt as provided in the Indenture, do not have a maturity any shorter than the security which it is replacing and will not cause the Notes to be treated in any case or proceeding as part of the same class of claims as the Senior Debt or any class of claims PARI PASSU with, or senior to, the Senior Debt for payment or distribution). Upon any such dissolution, winding-up, liquidation, reorganization, bankruptcy, insolvency, receivership or other proceedings (excluding any payment similar proceeding or distribution assignment for the benefit of Permitted Junior Securities), all Guarantor Senior Indebtedness creditors or marshaling of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingsassets, any payment or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders or the Trustee on their behalf under this In- denture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata PRO RATA to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) To the extent any payment of Senior Debt (whether by or on behalf of 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, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata PRO RATA to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or winding up partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of assets of such Guarantor, whether voluntary or involuntary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding similar proceeding relating to any payment Guarantor or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor satisfaction of the principal ofholders of Senior Debt, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted any kind or character (other than payments by a trust previously established pursuant to Article Eight) is made on account of 295 -115- any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise, other than payments or distributions in Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such any Guarantor of any kind or charactercharacter (other than payments by a trust previously established pursuant to Article Eight), whether in cash, property or securities (excluding any payment securities, other than payments or distribution of Permitted distributions in Junior Securities), to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this IndentureArticle Eleven, shall be made paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any a Guarantor of any kind or charactercharacter (other than payments by a trust previously established pursuant to Article Eight), whether in cash, property or securities (excluding any payment or distribution of Permitted securities, other than in Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash11.11(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveDebt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or partial liquidation, dissolution, winding up up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of assets of such Guarantor, whether voluntary or involuntary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to such Guarantor or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor satisfaction of the principal ofholders of Guarantor Senior Debt, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior Securitiesany kind or character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise (except that Holders of Notes may receive securities of the Guarantor that are unsecured and subordinated at least to the same extent as the Notes to Guarantor Senior Debt as provided in the Indenture, do not have a maturity any shorter than the security which it is replacing and will not cause the Notes to be treated in any case or proceeding as part of the same class of claims as the Guarantor Senior Debt or any class of claims pari ---- passu with, or senior to, the Guarantor Senior Debt for any payment or ----- distribution). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of such Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) To the extent any payment of such Guarantor Senior Debt (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, such Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash12.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (d) The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five Section 11.06 hereof and as long as permitted under the terms of the Guarantor Senior Debt of such Guarantor shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation cor- poration shall, as a part of such consolidation, merger, conveyance or transfer, comply assume such Guarantor's obligations hereunder in accordance with the conditions stated in Article FiveSection 11.06 hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or winding up partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of such Guarantor, whether voluntary or involuntary assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to the Company or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Guarantor Obligations due or to become due upon all Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor satisfaction of the principal ofholders of Senior Debt, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior Securities). Before any payment may be kind or character is made byon account of any Obligations on the Debentures, or on behalf of, for the acquisition of any Guarantor of the principal of, premium, if any, Debentures for cash or interest on the Securities upon property or otherwise. Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Debentures or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) To the extent any payment of Senior Debt (whether by or on behalf of 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, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or partial liquidation, dissolution, winding up up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of such Guarantor, whether voluntary or involuntary assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to the Company or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Guarantor Obligations due or to become due upon all Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor satisfaction of the principal ofholders of Senior Indebtedness, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior Securitiesany kind or character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise (except that Holders of Notes may receive securities of the Company that are unsecured and subordinated at least to the same extent as the Notes to Senior Indebtedness as provided in the Indenture, do not have a maturity any shorter than the security which it is replacing and will not cause the Notes to be treated in any case or proceeding as part of the same class of claims as the Senior Indebtedness or any class of claims PARI PASSU with, or senior to, the Senior Indebtedness for any payment or distribution). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor (pro rata PRO RATA to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) To the extent any payment of Senior Indebtedness (whether by or on behalf of 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, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the 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. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness (pro rata PRO RATA to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. . (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Senior Indebtedness shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution In case of assets or securities the pendency of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcyreceivership, insolvency, receivership liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings judicial proceeding relative to the Guarantor (excluding any payment or distribution of Permitted Junior Securitieseach such event, if any, herein sometimes referred to as a "Proceeding"), all then the holders of Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders Debt shall be entitled to receive any payment by such Guarantor in full of the principal of, of (and premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium) and interest, if any, on such Guarantor Senior Debt, or interest on provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the Securities upon holders of Guarantor Senior Debt, before any such dissolution or winding up or total liquidation or reorganizationpayment is made in respect of the Guarantee. In the event that, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingsnotwithstanding the foregoing provisions of this Section, any Trustee or any Holder of the Preferred Securities shall have received any payment of the Guarantor in respect of the Guarantee, before all Guarantor 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 Guarantor Senior Debt, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to such Trustee or, as the case may be, such Holder, then and in such event such payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor paid over or by any receiver, delivered forthwith to the trustee in bankruptcy, liquidation receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution, directly distribution of assets of the Guarantor for application to the holders payment of all Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appearDebt remaining unpaid, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full in cash full, after giving effect to any prior concurrent payment or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, character (whether in cash, property or securities, ) upon any dissolution or winding winding-up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities)proceedings, all Guarantor amounts due or to become due with respect to all Senior Indebtedness Debt of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on their behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the SecuritiesSecurities pursuant to such Guarantor's Guarantee, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities. Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of Guarantor the Senior Indebtedness Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their representatives representative(s) or to the trustee or trustees or agent or agents trustee(s) under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a12.03(a) and before all obligations in respect of the Guarantor Senior Indebtedness Debt of such Guarantor are paid in full in cashfull, or payment provided for, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) Debt or their respective representativesrepresentative(s), or to the trustee or trustees or agent or agents trustee(s) under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveDebt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or winding up partial liquidation, dissolution, windingup, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of such Guarantor, whether voluntary or involuntary assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to the Company or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Guarantor Obligations due or to become due upon all Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor satisfaction of the principal ofholders of Senior Debt, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior Securities). Before any payment may be kind or character is made byon account of any Obligations on the Notes, or on behalf of, for the acquisition of any Guarantor of the principal of, premium, if any, Notes for cash or interest on the Securities upon property or otherwise. Upon any such dissolution or winding up or total liquidation or dissolution, windingup, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveDebt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, upon any dissolution or winding winding-up or total liquidation or reorganization of such Guarantorthe Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding similar proceedings, an assignment for the benefit of creditors or any marshaling of the Company's assets, the holders of Senior Debt shall be entitled to receive payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash of all Obligations due in respect of such Senior Debt (including interest after the commencement of any proceeding at the rate specified in the applicable Senior Debt) before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor the Company of the principal of, premiumof or interest or Liquidated Damages, if any, or interest on the Securities, or any payment by such Guarantor the Company to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of except that the Holders may receive and retain (I) Permitted Junior Securities, (II) payments made from the defeasance trust described under Article Eight and (III) payments made from the Escrow Account or from the proceeds of any drawing under any letter of credit pursuant to the Escrow Agreement). Before any payment (other than Permitted Junior Securities or by virtue of the defeasance trust or a Mandatory Redemption described above) may be made by, or on behalf of, any Guarantor the Company of the principal of, premiumof or interest or Liquidated Damages, if any, or interest on the Securities upon any such dissolution or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of Guarantor the Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a10.03(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor Debt are paid in full in cash, or payment provided for, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 10.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Company of any kind or character , whether in cash, property or securities (other than a payment in the form of Permitted Junior Securities), to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Indebtedness shall first be paid in full in cash or Cash Equivalents before any payment or distribution of any Guarantor kind or character (other than a payment in the form of Permitted Junior Securities) is made on account of any Obligations on or with respect to the Securities, or for the acquisition of any of the Securities for cash or property or otherwise; provided, however, that no payment on the Guarantee shall constitute payment on behalf of the Company for purposes of this Section 11.03(a). Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) To the extent any payment of Senior Indebtedness (whether by or on behalf of 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, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the 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. It is further agreed that any dimunition (whether pursuant to court decree or otherwise, including, without limitation, for any of the reasons described in the preceeding sentence) of the Company's obligation to make any distribution or payment pursuant to any Senior Indebtedness, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Indebtedness in cash or Cash Equivalents, shall have no force or effect for purposes of the subordination provisions contained in this Article Eleven, with any turnover of payments as otherwise calculated pursuant to this Article Eleven to be made as if no such diminution has occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash11.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. . (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five and as long as permitted under the terms of the Senior Indebtedness shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. of a ----------------------------------------------------- Guarantor. --------- In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Guarantor or to its creditors, as such, or to its assets or (b) any liquidation, dissolution or other winding-up of any Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets or liabilities of any Guarantor, then and in any such event: (1) the holders of all Guarantor Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash or, as acceptable to the holders of such Guarantor Senior Indebtedness, in any other manner of all amounts due on or in respect of all such Guarantor Senior Indebtedness (including, in the case of Obligations under the New Credit Agreement, and related Currency and Interest Rate Agreement Obligations of such Guarantor, any interest accruing subsequent to the filing of a petition for bankruptcy at the rate provided for in the documentation governing such Obligations under the New Credit Agreement, and Interest Rate Agreement Obligations of such Guarantor, as the case may be, whether or not such interest is an allowed claim under applicable law), or provision shall be made for such payment, before the Holders of the Notes are entitled to receive, pursuant to this Guarantee, any payment or distribution of any kind or character by or on behalf of such Guarantor on account of the Guarantor's Obligations under the Notes; and (2) any payment or distribution of assets or securities of any such Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution by set-off or winding up otherwise, to which the Holders or total liquidation the Trustee would be entitled but for the subordination provisions of this Article Thirteen shall be paid by the liquidating trustee or reorganization of agent or other person making such Guarantorpayment or distribution, whether voluntary or involuntary or a trustee in bankruptcy, insolvencya receiver or liquidating trustee or otherwise, receivership or other proceedings (excluding any payment or distribution directly to the Holders of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebted- ness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by all such Guarantor of the principal ofSenior Indebtedness remaining unpaid, premium, if any, or interest on the Securities, or after giving effect to any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any concurrent payment or distribution to the Holders of Permitted Junior Securities). Before such Guarantor Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Section 13.05, the Trustee or the Holder of any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, Note shall have received any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding securities, in respect of any payment or distribution Obligations of Permitted Junior Securities), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of under this Guarantee before all Guarantor Senior Indebtedness of such Guarantor (pro rata is paid in full in cash or payment thereof provided for, then and in such event such payment or distribution shall be paid over or delivered forthwith to such holders on the basis Senior Representative for application to the payment of the respective amounts of all such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appearremaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness in full in cash cash, after giving effect to any prior concurrent payment or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders Holders of such Guarantor Senior Indebtedness. The consolidation Any such payment or distribution of any Guarantor withassets received by the Trustee, or which is required to be paid over to the merger of any Guarantor with or intoSenior Representative, another corporation or will be held in trust by the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization Trustee for the purposes benefit of this Section 12.02 if such other corporation shall, as a part the Holders of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveGuarantor Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or partial liquidation, dissolution, winding up up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of such Guarantor, whether voluntary or involuntary assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to the Company or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Guarantor Obligations due or to become due upon all Senior Indebtedness Debt (including interest after the commencement of any such Guarantor then due proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in such proceeding) shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor satisfaction of the principal ofholders of Senior Debt, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior any kind or character is made on account of any Obligations on the Senior Subordinated Securities, or for the acquisition of any of the Senior Subordinated Securities for cash or property or otherwise (except that Holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Company of any Guarantor of the principal of, premium, if any, or interest Obligations on the Senior Subordinated Securities upon any such dissolution or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior SecuritiesDefeasance Trust Payment), to which the Holders of the Senior Subordinated Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor 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 Guarantor the Senior Indebtedness Debt of such Guarantor the Company (pro rata PRO RATA to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives Representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior SecuritiesDefeasance Trust Payment), shall be received by the Trustee or any Holder of Senior Subordinated Securities at a time when such payment or distribution is prohibited by Section 12.02(a10.03(a) and before all obligations Obligations in respect of Senior Debt of the Guarantor Senior Indebtedness of such Guarantor Company are paid in full in cashcash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt of the Company (pro rata PRO RATA to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (c) To the extent any payment of Senior Debt (whether by or on behalf of 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, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment has not occurred. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation Person or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided in Article Five V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 10.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.V.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or partial liquidation, dissolution, winding up up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of such Guarantor, whether voluntary or involuntary assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to the Company or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Guarantor Obligations due or to become due upon all Senior Indebtedness Debt (including interest after the commencement of any such Guarantor then due proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in such proceeding) shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor satisfaction of the principal ofholders of Senior Debt, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior any kind or character is made on account of any Obligations on the Senior Subordinated Securities, or for the acquisition of any of the Senior Subordinated Securities for cash or property or otherwise (except that Holders of the Senior Subordinated Securities may receive Defeasance Trust Payments). Before any payment may be made by, or on behalf of, the Company of any Guarantor of the principal of, premium, if any, or interest Obligations on the Senior Subordinated Securities upon any such dissolution or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior SecuritiesDefeasance Trust Payment), to which the Holders of the Senior Subordinated Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor 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 Guarantor the Senior Indebtedness Debt of such Guarantor the Company (pro rata PRO RATA to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior SecuritiesDefeasance Trust Payment), shall be received by the Trustee or any Holder of Senior Subordinated Securities at a time when such payment or distribution is prohibited by Section 12.02(a10.03(a) and before all obligations Obligations in respect of Senior Debt of the Guarantor Senior Indebtedness of such Guarantor Company are paid in full in cashcash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt of the Company (pro rata PRO RATA to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (c) To the extent any payment of Senior Debt (whether by or on behalf of 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, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment has not occurred. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation Person or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 10.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.V.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or winding up partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of such Guarantor, whether voluntary or involuntary assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to the Company or distribution of Permitted Junior Securities)its prop- 106 erty, whether voluntary or involuntary, all Guarantor Obligations due or to become due upon all Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor satisfaction of the principal ofholders of Senior Debt, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior Securities). Before any payment may be kind or character is made byon account of any Obligations on the Notes, or on behalf of, for the acquisition of any Guarantor of the principal of, premium, if any, Notes for cash or interest on the Securities upon property or otherwise. Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) To the extent any payment of Senior Debt (whether by or on behalf of 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, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness 107 Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of a Guarantor of any kind or securities character, whether in cash, property, or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of a Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceedings relating to a Guarantor or its property, whether voluntary or involuntary, all Guaranteed Obligations due or to become due upon all Guarantor Senior Debt shall first be paid in full in cash or Cash Equivalents (including interest after the commencement of any bankruptcy or like proceeding at the rate specified in the applicable Guarantor Senior Debt, whether or not such interest is an allowed claim in any such proceeding), before any payment or distribution of any kind or character is made on account of any Guaranteed Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of a Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Notes and the Guarantees or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefore to or for the holders of such Guarantor Senior Debt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding 82 paragraph) of such Guarantor's obligation to make any distribution or payment pursuant to any Guarantor Senior Debt, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Guarantor Senior Debt in cash or Cash Equivalents, shall have no force or effect for purposes of the subordination provisions contained in this Article XII, with any turnover of payments as otherwise calculated pursuant to this Article XII to be made as if no such diminution has occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or Trustee, any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash12.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata PRO RATA to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor therefore to or for the holders of such Guarantor Senior Indebtedness. Debt. (d) The consolidation of any a Guarantor with, or the merger of any a Guarantor with or into, another corporation or the liquidation or dissolution of any a Guarantor following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Guarantor Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Guarantor's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or partial liquidation, dissolution, winding up up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of such Guarantor, whether voluntary or involuntary assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to the Company or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Guarantor Obligations due or to become due upon all Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or satisfaction of the Trustee on behalf holders of such Holders shall be entitled to receive any payment by such Guarantor of the principal ofSenior Debt, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior Securities). Before any payment may be kind or character is made byon account of any Obligations on the Notes, or on behalf of, for the acquisition of any Guarantor of the principal of, premium, if any, Notes for cash or interest on the Securities upon property or otherwise. Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by this Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash11.03, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (c) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding winding-up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities)proceedings, all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, of or interest on the SecuritiesSecurities pursuant to such Guarantor's Guaranty, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, of or interest on the Securities upon any such dissolution or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a12.03(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 12.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon ----------------------------------------------- any insolvency, liquidation, bankruptcy, reorganization or similar proceeding relating to the Guarantor, whether voluntary or involuntary, all principal, premium, if any, and interest, if any, due upon all Guarantor Senior Indebtedness shall first be paid in full, or provision shall be made for such payment, 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 Guarantor pursuant to the Guaranty. Before any payment may be made by, or on behalf of, the Guarantor pursuant to the Guaranty upon any insolvency, liquidation, bankruptcy, reorganization or similar proceeding relating to the Guarantor, whether voluntary or involuntary, any payment or distribution of assets or securities of any the Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before to which the Holders or the Trustee on behalf of such the Holders would be entitled, except for the provisions of this Article Thirteen, shall be entitled to receive made by the Guarantor or by any payment by such Guarantor administrator, receiver, liquidator, custodian, trustee, other similar officer of the principal of, premium, if anyGuarantor or other similar person making such payment or distribution, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made if received by such Guarantor them or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distributionit, directly to the holders of Guarantor Senior Indebtedness of such Guarantor (pro rata to such --- ---- holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appearRepresentatives, to the extent necessary to pay all such Guarantor Senior Indebtedness in full full, in cash or cash equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any the Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(aclause (a) and above before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are is paid in full full, in cashcash or cash equivalents, or payment thereof provided for, and such fact shall have been made known to such Holder or Trustee, as the case may be, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis any administrator, receiver, liquidator, custodian, trustee, other similar officer of the respective amounts Guarantor or other person making payment or distribution of such assets of the Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such all Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. . (c) The consolidation of any the Guarantor with, or the merger of any the Guarantor with or into, another corporation entity or the liquidation or dissolution of any the Guarantor following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation entity upon the terms and conditions provided in Article Five Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 13.5 if such other corporation entity shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer, lease or transferother disposition, comply with the conditions stated in Article FiveEight.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Company or a Guarantor of any kind or character, whether in cash, property or securities to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or a Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property or a Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, shall first be paid in full in cash or Cash Equivalents, or such payment shall be duly provided for to the satisfaction of the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, before any payment or distribution of any kind or character is made on account of any Obligations on the Securities or the Guarantee or such Guarantor, or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company or a Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by the Company or such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor Guarantor, as the case may be (pro rata to such holders on the basis of the respective amounts of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt or Guarantor Senior IndebtednessDebt of such Guarantor, as the case may be. (b) To the extent any payment of Senior Debt or Guarantor Senior Debt (whether by or on behalf of the Company or a Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets of the Company or securities of any a Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash12.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be (pro rata to such holders on the basis of the respective amounts amount of Senior Debt or Guarantor Senior Debt of such Guarantor Senior Indebtedness Guarantor, as the case may be, held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt or Guarantor Senior Indebtedness. Debt of such Guarantor, as the case may be. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in 105 -97- Article Five hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if if, in the event the Company is not the surviving corporation, such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Guarantor or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit or creditors or any other marshalling of assets and liabilities of the Guarantor, then and in any such event the holders of Senior Guarantor Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Guarantor Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Guarantees are entitled to receive any payment under the Guarantees on account of principal on, premium, if any, or interest on the Securities and to that end the holders of Senior Guarantor Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Guarantees in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security in respect of the related Guarantee shall have received any payment or distribution of assets or securities of any the Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution before all Senior Guarantor Indebtedness is paid in full or winding up payment thereof provided for, and if such fact shall, at or total liquidation or reorganization prior to the time of such Guarantorpayment or distribution, whether voluntary or involuntary or have been made known to the Trustee or, as the case may be, such Holder, then and in bankruptcy, insolvency, receivership or other proceedings (excluding any such event such payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders over or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect delivered forthwith to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution, directly distribution of assets of the Guarantor for application to the holders payment of all Senior Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appearremaining unpaid, to the extent necessary to pay all such Senior Guarantor Senior Indebtedness in full in cash full, after giving effect to any prior concurrent payment or concurrent payment, distribution or provision therefor to or for the holders holder of such Senior Guarantor Senior Indebtedness. (b) In . For purposes of this Article only, the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in words "cash, property or securities (excluding any payment or distribution securities" shall not be deemed to include shares of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect stock of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cashas reorganized or readjusted, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis securities of the respective amounts Guarantor or any other corporation provided for by a plan of such reorganization or readjustment, which are subordinated in right of payment to all Senior Guarantor Senior Indebtedness held by such holders) or their respective representativeswhich may at the time be outstanding to substantially the same extent as, or to a greater extent than, the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, Guarantees are so subordinated as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid provided in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtednessthis Article. The consolidation of any the Guarantor with, or the merger of any the Guarantor with or into, another corporation Person or the liquidation or dissolution of any the Guarantor following the conveyance or transfer of its property as an entirety, or properties and assets substantially as an entirety, entirety to another corporation Person upon the terms and conditions provided set forth in Article Five Eight shall not be deemed a dissolution, winding-winding up, liquidation liquidation, reorganization, assignment for the benefit of creditors or reorganization marshalling of assets and liabilities of the Guarantor for the purposes of this Section 12.02 if the Person formed by such other corporation consolidation or into which the Guarantor is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated set forth in Article FiveEight.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding-up of any Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets or liabilities of any Guarantor, then and in any such event: (1) the holders of all Guarantor Senior Debt of such Guarantor shall be entitled to receive payment in full in cash or, as acceptable to the holders of such Guarantor Senior Debt, in any other manner of all amounts due on or in respect of all such Guarantor Senior Debt (including, in the case of Obligations under the Amended and Restated Credit Agreement, and related Currency and Interest Rate Agreement Obligations of such Guarantor, any interest accruing subsequent to the filing of a petition for bankruptcy at the rate provided for in the documentation governing such Obligations under the Amended and Restated Credit Agreement, and Interest Rate Agreement Obligations of such Guarantor, as the case may be, whether or not such interest is an allowed claim under applicable law), or provision shall be made for such payment, before the Holders of the Notes are entitled to receive, pursuant to this Guarantee, any payment or distribution of any kind or character by or on behalf of such Guarantor on account of the Guarantor's Obligations under the Notes; and (2) any payment or distribution of assets or securities of any such Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution by set-off or winding up or total liquidation or reorganization of such Guarantorotherwise, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before to which the Holders or the Trustee on behalf would be entitled but for the subordination provisions of this Article Thirteen shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Debt of such Holders shall be entitled Guarantor or their representative or representatives or to receive the trustee or trustees under any payment by indenture under which any instruments evidencing any of such Guarantor Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor Senior Debt held or represented by each, to acquire any the extent necessary to make payment in full in cash of the Securities for cash, property or securities, or any distribution by all such Guarantor with respect Senior Debt remaining unpaid, after giving effect to the Securities of any cash, property or securities (excluding any concurrent payment or distribution to the holders of Permitted Junior Securities). Before such Guarantor Senior Debt; and (3) in the event that, notwithstanding the foregoing provisions of this Section 13.05, the Trustee or the Holder of any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, Note shall have received any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding securities, in respect of any Obligations of such Guarantor under this Guarantee before all Guarantor Senior Debt of such Guarantor is paid in full in cash or payment thereof provided for, then and in such event such payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor paid over or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly delivered forthwith to the holders Senior Representative for application to the payment of Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of all such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appearDebt remaining unpaid, to the extent necessary to pay all of such Guarantor Senior Indebtedness Debt in full in cash cash, after giving effect to any prior concurrent payment or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting Debt. Any such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee, which is required to be paid over to the Senior Representative, will be held in trust by the Trustee or any Holder for the benefit of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect the holders of the Guarantor Senior Indebtedness of such Guarantor 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 such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveDebt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Junior Securities), upon any dissolution or winding winding-up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities)proceedings, all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders Noteholders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the SecuritiesNotes pursuant to such Guarantor's Guaranty, or any payment by such Guarantor to acquire any of the Securities Notes for cash, property or securities, or any distribution by such Guarantor with respect to the Securities Notes of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities Notes upon any such dissolution or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders Noteholders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities Noteholder at a time when such payment or distribution is prohibited by Section 12.02(a18.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five 13 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 18.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five5.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or winding up partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of such Guarantor, whether voluntary or involuntary assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to the Company or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Guarantor Obligations due or to become due upon all Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor satisfaction of the principal ofholders of Senior Debt, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted any kind or character (other than payments by a trust previously established pursuant to Article Eight) is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise, other than payments or distributions in Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such Guarantor the Company of any kind or charactercharacter (other than payments by a trust previously established pursuant to Article Eight), whether in cash, property or securities (excluding any payment securities, other than payments or distribution of Permitted distributions in Junior Securities), to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this IndentureArticle Ten, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) To the extent any payment of Senior Debt (whether by or on behalf of 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, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any Guarantor the Company of any kind or charactercharacter (other than payments by a trust previously established pursuant to Article Eight), whether in cash, property or securities (excluding any payment or distribution of Permitted securities, other than in Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by this Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash10.03(c), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor thereof or to or for the holders of such Guarantor Senior Indebtedness. Debt. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) property or securities) to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of Holdings (whether voluntary or involuntary or in bankruptcy,insolvency, receivership or other proceedings), all amounts due or to become due upon all Senior Debt (including, without limitation, interest accruing after the filing of a petition under any bankruptcy law at the rate provided for in the documents governing such Senior Debt, whether or not allowable as a claim under such bankruptcy law) shall first be paid in full in cash, or duly provided for, before any payment or distribution is made on account of any amount owing under the Notes and before Holdings shall, directly or indirectly, prepay, repay, redeem, purchase, exchange or acquire any Notes. Upon any such dissolution, winding-up, liquidation or reorganization, any payment or distribution of assets of, or securities of any Guarantor payments by, Holdings of any kind or character, character (whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), ) to which the Holders or the Trustee on their behalf Holder would be entitled, but entitled except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor Holdings or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person person making such payment or distribution, or by the Holders if received by them, directly to the Agent on behalf of the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt then held by such holders) or their representatives or for application to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any payment of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event thatIf, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets of, or securities of any Guarantor payments by, Holdings of any kind or character, character (whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), securities) shall be received by the Trustee or any Holder of Securities at a time Holders when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash6.3(a), such payment or distribution shall be held in trust for the benefit of the holders of Senior Debt, and shall be paid over or delivered to Agent on behalf of the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt then held by such holders), for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt. (c) Senior Debt until all amounts owing under the Notes shall be paid in full; and, for the purposes of such subrogation, (i) no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders would be entitled except for the provisions of this Article VI, and no payment over pursuant to the provisions of this Article VI to the holders of Senior Debt by the Holders shall, as between Holdings, its creditors other than holders of Senior Debt, and the Holders, be deemed to be a payment by Holdings to or on account of the Senior Debt, and (ii) no payment or distributions of cash, property or securities to or for the benefit of the Holders pursuant to the subrogation provision of this paragraph (c) which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by Holdings to or for the account of the Notes. (d) If any payment or distribution of assets of Holdings of any kind or character (whether in cash, property or securities) to which the Holders would otherwise be entitled but for the provisions of this Article VI shall be received by the holders of Senior Debt, any portion of such payment or distribution that is in excess of the amount which results in the payment and satisfaction in full in cash of all Senior Debt shall be held in trust for the benefit of, and shall be paid over or delivered to, in accordance with and to the holders of such Guarantor Senior Indebtedness extent permitted by applicable law, the Holders (pro rata to such holders Holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Notes then held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appearHolders), for application to the payment of such Guarantor Senior Indebtedness all amounts remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for under the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveNotes.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company or a Guarantor of any kind or character, whether in cash, property or securities to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property or such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, shall first be paid in full in cash or Cash Equivalents, or such payment shall be duly provided for to the satisfaction of the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, before any payment or distribution of any kind or character is made on account of any Obligations on the Securities or the Guarantee of such Guarantor, as the case may be, or for the acquisition, redemption or defeasance of any of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, assignment, marshalling of assets, receivership or similar proceeding, any payment or distribution of assets or securities of the Company or a Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenture157 -147- hereof, shall be made paid by the Company or such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor Guarantor, as the case may be (pro rata to such holders on the basis of the respective amounts of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, has been paid in full in cash or Cash Equivalents after giving effect to any prior concurrent payment or concurrent payment, distribution in cash or provision therefor Cash Equivalents to or for the holders of such Senior Debt or Guarantor Senior IndebtednessDebt of such Guarantor, as the case may be. (b) To the extent any payment of Senior Debt or Guarantor Senior Debt (whether by or on behalf of the Company or a Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any the Company or a Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited 158 -148- by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash12.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be (pro rata to such holders on the basis of the respective amounts amount of Senior Debt or Guarantor Senior Debt of such Guarantor Senior Indebtedness Guarantor, as the case may be, held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, has been paid in full in cash or Cash Equivalents, after giving effect to any prior concurrent payment or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt or Guarantor Senior Indebtedness. Debt of such Guarantor, as the case may be. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if if, in the event the Company is not the surviving corporation, such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, character (whether in cash, property or securities, ) upon any dissolution or winding winding-up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities)proceedings, all Guarantor amounts due or to become due with respect to all Senior Indebtedness Debt of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on their behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the SecuritiesSecurities pursuant to such Guarantor's Guarantee, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities. Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of Guarantor the Senior Indebtedness Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives representative(s) or to the trustee or trustees or agent or agents trustee(s) under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a12.03(a) and before all obligations in respect of the Guarantor Senior Indebtedness Debt of such Guarantor are paid in full in cashfull, or payment provided for, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) Debt or their respective representativesrepresentative(s), or to the trustee or trustees or agent or agents trustee(s) under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveDebt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Company or a Guarantor of any kind or character, whether in cash, property or securities to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property or such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, shall first be paid in full in cash or Cash Equivalents, or such payment shall be duly 129 provided for to the satisfaction of the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, before any payment or distribution of any kind or character is made on account of any Obligations on the Securities or the Guarantee of such Guarantor, as the case may be, or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company or a Guarantor of any kind or character, whether in cash, property or securities, upon to which the Holders or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or such Guarantor or by any dissolution receiver, trustee in bankruptcy, liquidating trustee, agent or winding up other Person making such payment or total liquidation distribution, or reorganization by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, whether voluntary as the case may be (PRO RATA to such holders on the basis of the respective amounts of Senior Debt or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt or Guarantor then due shall first be Senior Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, has been paid in full in cash before or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the Holders holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the Trustee case may be. (b) To the extent any payment of Senior Debt or Guarantor Senior Debt (whether by or on behalf of such Holders shall be entitled to receive any payment by such Guarantor the Company or a Guarantor, as proceeds of the principal of, premium, if any, security or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities enforcement of any cashright of setoff or otherwise) is declared to be fraudulent or preferential, property set aside or securities (excluding required to be paid to any payment receiver, trustee in bankruptcy, liquidating trustee, agent or distribution of Permitted Junior Securities). Before other similar Person under any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, 130 fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other proceedingssimilar Person, the Senior Debt or Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company or securities of such a Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash12.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be (pro rata PRO RATA to such holders on the basis of the respective amounts amount of Senior Debt or Guarantor Senior Debt of such Guarantor Senior Indebtedness Guarantor, as the case may be, held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt or Guarantor Senior Indebtedness. Debt of such Guarantor, as the case may be. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if if, in the event the Company is not the surviving corporation, such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor 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 such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities)proceedings, all Guarantor amounts due or to become due with respect to Senior Indebtedness Debt of such Guarantor then due (including any interest accruing subsequent to an event of bankruptcy to the extent that such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall first be paid in full full, or payment provided for, in either case in cash or cash equivalents or otherwise in a form satisfactory to the holders of Senior Debt of such Guarantor, before the Holders or the Trustee on their behalf of such Holders shall be entitled to receive any payment by Guarantor Note Payment. Before any Guarantor Note Payment may be made by, or on behalf of, such Guarantor of the principal of, premium, if any, or interest on the Securitieson, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with other obligation in respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities Notes pursuant to such Guarantor's Guarantee upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person person making such payment or distribution, directly to the holders of Guarantor Senior Indebtedness Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, issued as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full full, in cash cash, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), Note Payment shall be received by the Trustee or any Holder of Securities Notes at a time when such payment or distribution Guarantor Note Payment is prohibited by Section 12.02(a12.03(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor Debt are paid in full in cash, such payment or distribution Guarantor Note Payment shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativestrustee, or to the trustee or trustees or agent or agents other representative under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the account of the holders of such Guarantor Senior IndebtednessDebt. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five or Section 11.03 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveFive or such Guarantor or successor entity shall be released from the Guarantee pursuant to the terms of Section 11.03.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, upon in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company or such Subsidiary Guarantor, whether voluntary or involuntary involuntary, or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution other marshalling of Permitted Junior Securities)assets for the benefit of creditors, all Guarantor amounts due or to become due upon all Senior Indebtedness Debt (including all interest accruing subsequent to the filing of a petition in bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such Guarantor then due interest is an allowed claim under applicable law) shall first be indefeasibly paid in full full, in cash cash, before the Holders or Holders, the Trustee on their behalf of such Holders or any Subsidiary Guarantor shall be entitled to receive any payment by such (or on behalf of) the Company or any Subsidiary Guarantor on account of the principal of, premium, if any, Securities or interest on the Securitiesor in relation to this Guaranty, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities or this Guaranty of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities. Before any payment may be made by, or on behalf of, the Company or any Subsidiary Guarantor of on any Security or on or in relation to this Guaranty to the principal ofHolders, premiumthe Trustee on their behalf or any Subsidiary Guarantor, if any, or interest on the Securities upon in connection with any such dissolution or dissolution, winding up or total up, liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such for the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders or Holders, the Trustee on their behalf or any Subsidiary Guarantor would be entitled, but for the subordination provisions of this IndentureArticle IV, shall be made by such the Company, a Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other similar Person making such payment or distributiondistribution or by the Holders, the Trustee or any Subsidiary Guarantor if received by them or it, directly to the COFACE Agent for the benefit of the holders of Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appearDebt, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full full, in cash cash, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company or any Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person from the holders of the Senior Debt, the Senior Debt 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 Debt 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 Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee Trustee, any Holder or any Holder of Securities Subsidiary Guarantor at a time when such payment or distribution is prohibited by Section 12.02(aclause (a) above and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor Debt are indefeasibly paid in full 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 COFACE Agent for the benefit of the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appearDebt, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid Debt remaining unpaid, in full in cash cash, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. (d) For purposes of this Section 4.03, the words “cash, property or securities” shall not be deemed to include (so long as the effect of this clause is not to cause the Securities, or any rights of the Holders, the Trustee and the Subsidiary Guarantors in respect of this Guaranty to be treated in any case or proceeding or similar event described in this Section 4.03 as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or senior to the Senior Debt) for any payment or distribution, securities of any Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities and any rights of the Holders, the Trustee and the Subsidiary Guarantors in respect to this Guaranty are subordinated, to the payment of all Senior IndebtednessDebt then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of the COFACE Agent, altered by such reorganization or readjustment. The consolidation of the Company or any Subsidiary Guarantor with, or the merger of the Company or any Subsidiary Guarantor with or into, another corporation or the liquidation or dissolution of the Company or any Subsidiary Guarantor following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its property as an entirety, or substantially as an entirety, and assets to another corporation upon the terms and conditions provided in Article Five Section 8.1 of the Original Indenture or Section 3.11 of this Guaranty shall not be deemed a dissolution, winding-winding up, liquidation or reorganization for the purposes of this Section 12.02 4.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions stated in Article Fivethe Section 8.1 of the Original Indenture and Section 3.11 of this Guaranty, as applicable.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of a Guarantor of any kind or character, whether in cash, property, or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of a Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceedings relating to a Guarantor or its property, whether voluntary or involuntary, all Guaranteed Note Obligations due or to become due upon all Guarantor Senior Debt shall first be paid in full in cash or Cash Equivalents (including interest after the commencement of any bankruptcy or like proceeding at the rate specified in the applicable Guarantor Senior Debt, whether or not such interest is an allowed claim in any such proceeding), before any payment or distribution of any kind or character is made on account of any Guaranteed Note Obligations on, or with respect to, the Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of a Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Notes and the Guarantees or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor therefore to or for the holders of such Guarantor Senior Indebtedness. The consolidation Debt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any Guarantor withright of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the merger of any Guarantor with Senior Debt or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, part thereof originally intended to another corporation upon the terms and conditions provided in Article Five be satisfied shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 to be reinstated and outstanding as if such other corporation shallpayment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, as a part including without limitation for any of such consolidation, merger, conveyance or transfer, comply with the conditions stated reasons described in Article Five.the preceding

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of Holdings of any kind or character to creditors, whether in cash, property or securities, upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of Holdings or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to Holdings or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Debt of Holdings shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt of Holdings, before any payment or distribution of any kind or character is made on account of any Guarantee Obligations, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of Holdings of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor Holdings or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness Debt of such Guarantor Holdings (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Debt of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Holdings held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt of Holdings may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt of Holdings remaining unpaid until all such Guarantor Senior Indebtedness Debt of Holdings has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation Debt of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveHoldings.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding winding-up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding relating to any payment Guarantor or distribution its property or in an assignment for the benefit of Permitted Junior Securities)creditors, or an arrangement, adjustment, composition or relief of any Guarantor or its debts or any marshalling of the assets and liabilities of any Guarantor, all amounts due or to become due with respect to all Guarantor Senior Indebtedness Debt (including any interest accruing subsequent to the commencement of any such proceeding at the rate specified in the applicable Guarantor then due Senior Debt) shall be first be paid in full in cash full, or payment provided for, before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor or distribution on account of the principal of, premium, if any, or interest on the SecuritiesSecurities pursuant to its Guarantee, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding or any distribution with respect to the Securities of any cash, property or securities or payment of any Claims or distribution of Permitted Junior any other Obligations with respect to the Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, of or interest on the Securities upon any such dissolution or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such the Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee Trustee, any Paying Agent or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a12.03(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor Debt are paid in full in cashfull, or payment provided for, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered (in the same form as received with any necessary endorsements) to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such all Obligations with respect to Guarantor Senior Indebtedness Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms until all such Guarantor Senior Indebtedness Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (c) For purposes of this Section, the words “cash, property or securities” shall not be deemed to include, so long as the effect of these clauses (x) and (y) is not to cause any Guarantee to be treated in any case or proceeding or similar event described in this Section as part of the same class of claims as Guarantor Senior Debt or any class of claims on a parity with or senior to Guarantor Senior Debt for any payment or distribution, (x) any payment or distribution of securities of any Guarantor or any other corporation authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of its Guarantee to the Guarantor Senior Debt, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy, insolvency or other similar law, or (y) securities of any Guarantor or any other corporation provided for by a plan of reorganization or readjustment which are subordinated, to at least the same extent as its Guarantee, to the payment of all Guarantor Senior Debt then outstanding and, in the case of either clause (x) or (y), all terms of such Securities are satisfactory to the Agent under the Credit Agreement and such plan of reorganization has been approved by such Agent under the Credit Agreement; provided, however, that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Guarantor Senior Debt and (ii) the rights of the holders of the Guarantor Senior Debt are not, without the consent of such holders of the Guarantor Senior Debt, altered by such reorganization or readjustment. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or winding up partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of such Guarantor, whether voluntary or involuntary assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to the Company or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Guarantor Obligations due or to become due upon all Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor satisfaction of the principal ofholders of Senior Debt, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior Securities). Before any payment may be kind or character is made byon account of any Obligations on the Notes, or on behalf of, for the acquisition of any Guarantor of the principal of, premium, if any, Notes for cash or interest on the Securities upon property or otherwise. Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveDebt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Subsidiary Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior SecuritiesSecurities and excluding any Defeasance Trust Payment, upon any dissolution or winding-up or total liquidation or reorganization of such Subsidiary Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Guarantor Senior Debt shall first be paid in full in cash before the Holders of the Notes or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Subsidiary Guarantor of the principal of or interest or liquidated damages on the Notes pursuant to its Guarantee, or any payment by the such Subsidiary Guarantor to acquire any of the Notes for cash, property or securities, or any distribution by such Subsidiary Guarantor with respect to its Guarantee of the Notes of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, such Subsidiary Guarantor of the principal of or interest or liquidated damages on the Notes pursuant to its Guarantee upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of such Subsidiary Guarantor 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), to 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 such Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. In the event that, notwithstanding the foregoing, the Trustee or any holder of Notes receives any payment or distribution of assets of such Subsidiary Guarantor of any kind, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of such Subsidiary Guarantor's Guarantee of the Notes before all Guarantor Senior Debt of such Subsidiary Guarantor is paid in full in cash, then such payment or distribution will be held by the recipient in trust for the benefit of holders of Guarantor Senior Debt and will be immediately paid on or delivered to the holders of Guarantor Senior Debt or their representative or representatives to the extent necessary to make payment in full in cash of all Guarantor Senior Debt remaining unpaid, after giving effect to any concurrent or distribution, or provision therefor, to or for the holders of Guarantor Senior Debt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of such Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any a Subsidiary Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash11.11(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveDebt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment by the Company, or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding winding-up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganizationCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal with its terms, before any payment is made on account of the principal (and premium, if any) or interest on the Securities; and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Company, or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but except for the subordination provisions of this IndentureArticle Fourteen, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders, as calculated by the Company) or their representatives representative or representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full full, in cash money or money's worth, after giving effect to any prior concurrent payment or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) Debt, before any payment or distribution is made to the holders of Securities or to the Trustee. In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, prohibited by the foregoing, shall be received by the Trustee or any Holder the holders of the Securities at a time when before all Senior Debt is paid in full, or provision is made for such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid money in full in cashaccordance with its terms, such payment or distribution shall be received and held in trust for the benefit of, of and shall be paid over or delivered to, to the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) Debt or their respective representative or representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor instruments evidencing any Senior Indebtedness Debt may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of such Guarantor all Senior Indebtedness Debt remaining unpaid until to the extent necessary to pay all such Guarantor Senior Indebtedness has been paid Debt in full in cash money in accordance with its terms, after giving effect to any prior concurrent payment or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. For purposes of this Article Fourteen, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Fourteen with respect to the Securities to the payment of all Senior Debt which may at the time be outstanding; PROVIDED that (i) the Senior Debt is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of any Guarantor the Company with, or the merger of any Guarantor with or the Company into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Five Eight hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes proposes of this Section 12.02 1403 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveEight hereof. Nothing in Section 1402 or in this Section 1403 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding winding-up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities)proceedings, all Guarantor Senior Indebtedness of such Guarantor then due shall will first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall will be entitled to receive any payment by such Guarantor of the principal of, premium, if any, of or interest on the SecuritiesSecurities pursuant to such Guarantor's Guarantee, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, of or interest on the Securities upon any such dissolution or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall will be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor (pro rata PRO RATA to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a13.03(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash, or payment provided for, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness (pro rata PRO RATA to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five (or any replacement provisions as contemplated by Article Five) shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 13.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five (or any replacement provisions as contemplated by Article Five).

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or partial liquidation, dissolution, winding up up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshalling of assets and liabilities of such Guarantor, whether voluntary or involuntary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to such Guarantor or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash or Cash Equivalents, before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may kind or character is made on account of any Obligations on the Notes or any of the Obligations of such Guarantor on its Guarantee, or for the acquisition of any of the Notes for cash or property or otherwise; and until all such Obligations with respect to all Guarantor Senior Debt are paid in full in cash or Cash Equivalents, any distribution to which the Holders of the Notes would be entitled but for the subordination provisions will be made by, or on behalf of, any to the holders of Guarantor of the principal of, premium, if any, or interest on the Securities upon Senior Debt as their interests may appear. Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of such Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) To the extent any payment of such Guarantor Senior Debt (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, such Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash12.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (d) The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five Section 11.06 and as long as permitted under the terms of the Guarantor Senior Debt of such Guarantor shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume such Guarantor's obligations hereunder in accordance with the conditions stated in Article FiveSection 11.06.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of a Guarantor of any kind or securities character, whether in cash, property, or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of a Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceedings relating to a Guarantor or its property, whether voluntary or involuntary, all Guaranteed Obligations due or to become due upon all Guarantor Senior Debt shall first be paid in full in cash or Cash Equivalents (including interest after the commencement of any bankruptcy or like proceeding at the rate specified in the applicable Guarantor Senior Debt, whether or not such interest is an allowed claim in any such proceeding), before any payment or distribution of any kind or character is made on account of any Guaranteed Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of a Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Notes and the Guarantees or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefore to or for the holders of such Guarantor Senior Debt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding paragraph) of such Guarantor's obligation to make any distribution or payment pursuant to any Guarantor Senior Debt, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Guarantor Senior Debt in cash or Cash Equivalents, shall have no force or effect for purposes of the subordination provisions contained in this Article XII, with any turnover of payments as otherwise calculated pursuant to this Article XII to be made as if no such diminution has occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or Trustee, any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash12.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata PRO RATA to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor therefore to or for the holders of such Guarantor Senior Indebtedness. Debt. (d) The consolidation of any a Guarantor with, or the merger of any a Guarantor with or into, another corporation or the liquidation or dissolution of any a Guarantor following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Guarantor Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Guarantor's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Company or a Guarantor of any kind or character, whether in cash, property or securities to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property or such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, shall first be paid in full in cash or Cash Equivalents, or such payment shall be duly provided for to the satisfaction of the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, before any payment or distribution of any kind or character is made on account of any Obligations on the Securities or the Guarantee of such Guarantor, as the case may be, or for the acquisition of any of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company or a Guarantor of any kind or character, whether in cash, property or securities, upon to which the Holders or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or such Guarantor or by any dissolution receiver, trustee in bankruptcy, liquidating trustee, agent or winding up other Person making such payment or total liquidation distribution, or reorganization by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, whether voluntary as the case may be (pro rata to such holders on the basis of the re- spective amounts of Senior Debt or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt or Guarantor then due shall first be Senior Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, has been paid in full in cash before or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the Holders holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the Trustee case may be. (b) To the extent any payment of Senior Debt or Guarantor Senior Debt (whether by or on behalf of such Holders shall be entitled to receive any payment by such Guarantor the Company or a Guarantor, as proceeds of the principal of, premium, if any, security or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities enforcement of any cashright of setoff or otherwise) is declared to be fraudulent or preferential, property set aside or securities (excluding required to be paid to any payment receiver, trustee in bankruptcy, liquidating trustee, agent or distribution of Permitted Junior Securities). Before other similar Person under any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other proceedingssimilar Person, the Senior Debt or Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company or securities of such a Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash12.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be (pro rata to such holders on the basis of the respective amounts amount of Senior Debt or Guarantor Senior Debt of such Guarantor Senior Indebtedness Guarantor, as the case may be, held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt or Guarantor Senior Indebtedness. Debt of such Guarantor, as the case may be. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if if, in the event the Company is not the surviving corporation, such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets of the Company of any kind or character to creditors, whether in cash, property or securities upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any Guarantor kind or character is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or of the Trustee on their behalf Notes would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveDebt.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or winding up partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of such Guarantor, whether voluntary or involuntary assets of any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding similar proceeding relating to any payment Guarantor or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness Debt of such Guarantor then due (including interest accruing after the commencement of any such proceeding at the rate specified in the applicable Guarantor Senior Debt whether or not such interest is an allowed claim in any such proceeding) shall first be paid in full in cash before the Holders any payment or the Trustee distribution of any kind or character is made on behalf account of any Obligations of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if anyon its Guarantee, or interest on for the Securities, or any payment by such Guarantor to acquire acquisition of any of the Securities for cash, cash or property or securities, or any distribution by such Guarantor with respect to otherwise (except that Holders of the Securities of any cash, property or securities (excluding any payment or distribution of may receive Permitted Junior SecuritiesSecurities and payments made from the trust described in Article Eight). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Guarantees or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Guarantees or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt (except that Holders of the Securities may receive Permitted Junior Securities and payments made from the trust described in Article Eight). (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder when such payment or distribution is prohibited by Section 12.03(a), such payment or distribution shall be held for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of such Guarantor Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt. (c) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of any Guarantor, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (d) The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon which complies with the terms and conditions provided in Article Five and which does not violate any other Obligation of such Guarantor under this Indenture or Guarantee of such Guarantor and as long as permitted under the terms of the Designated Senior Debt of such Guarantor shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 12.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume such Guarantor's obligations hereunder in accordance with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding winding-up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding similar proceedings, an assignment for the benefit of creditors or any payment or distribution marshaling of Permitted Junior Securities)such Guarantor's assets, all the holders of Guarantor Senior Indebtedness Debt of such Guarantor then due shall first be paid entitled to receive payment in full in cash of all Obligations due in respect of such Guarantor Senior Debt before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, of or interest on the SecuritiesSecurities pursuant to its Guarantee, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of except that Holders may receive and retain (I) Permitted Junior SecuritiesSecurities and (II) payments made from the defeasance trust described under Article Eight). Before any payment (other than Permitted Junior Securities or by virtue of the defeasance trust) may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, of or interest on the Securities upon any such dissolution or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any a Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a12.03(a) and before all obligations Obligations in respect of the Guarantor Senior Indebtedness Debt of such Guarantor are paid in full in cash, or payment provided for, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such the Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt; provided that the Trustee shall be entitled to receive from the holders of Guarantor Senior Debt written notice of the amounts owing on the Guarantor Senior Debt. The consolidation of any a Guarantor with, or the merger of any a Guarantor with or into, another corporation Person or the liquidation or dissolution of any a Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation Person upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 12.03 if such other corporation Person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding winding-up or total liquidation or reorganization of such GuarantorGuarantor or assignment for the benefit of creditors of such Guarantor or similar proceeding, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities)proceedings, all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by or on behalf of such Guarantor of the principal of, premium, if any, of or interest on the SecuritiesSecurities pursuant to such Guarantor's Guarantee, or any payment by or on behalf of such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any such payment or distribution may be made by, or on behalf of, any Guarantor in respect of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding winding-up or total liquidation or reorganizationreorganization of the Guarantor or assignment for the benefit of creditors of such Guarantor or similar proceeding, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination subordina- tion provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by made directly to the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a12.03(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 by the Trustee (if the Notice required by Section 12.06 has been received by the Trustee) or the Holder to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 12.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. (ai) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding winding-up or total liquidation or reorganization of such GuarantorGuarantor or assignment for the benefit of creditors of such Guarantor or similar proceeding, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities)proceedings, all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or of the Trustee on behalf of such Holders Notes shall be entitled to receive any payment by or on behalf of such Guarantor of the principal of, premium, if any, of or interest on the SecuritiesNotes pursuant to such Guarantor's Guarantee, or any payment by or on behalf of such Guarantor to acquire any of the Securities Notes for cash, property or securities, or any distribution by such Guarantor with respect to the Securities Notes of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any such payment or distribution may be made by, or on behalf of, any Guarantor in respect of the principal of, premium, if any, or interest on the Securities Notes upon any such dissolution or winding winding-up or total liquidation or reorganizationreorganization of the Guarantor or assignment for the benefit of creditors of such Guarantor or similar proceeding, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or of the Trustee on their behalf Notes would be entitled, but for the subordination provisions of this Indenturethe Notes, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (bii) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or made directly to any Holder of Securities Notes at a time when such payment or distribution is prohibited by Section 12.02(a20(c)(i) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 by the Company or the Holder to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five Sections 17 and 18 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 20(c) if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article FiveSections 17 and 18.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding winding-up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities)proceedings, all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, of or interest on the SecuritiesSecurities pursuant to such Guarantor's Guarantee, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, of or interest on the Securities upon any such dissolution dissolu- tion or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by made directly to the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a12.03(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 by the Trustee (if the Notice required by Section 12.06 has been received by the Trustee) or the Holder to, the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 12.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding winding-up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities)proceedings, all Guarantor amounts due or to become due with respect to all Senior Indebtedness Debt of such Guarantor then due shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, of or interest on the SecuritiesSecurities pursuant to such Guarantor's Guarantee, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities. Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, of or interest on the Securities upon any such dissolution or winding winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of Guarantor the Senior Indebtedness Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor 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 Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor 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 such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation or the liquidation or dissolution of any Guarantor following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article Five shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Five.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution total or winding up partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or total liquidation or reorganization marshaling of such Guarantor, whether voluntary or involuntary assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to the Company or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Guarantor Obligations due upon all Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash before or Cash Equivalents, or such payment duly provided for to the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor satisfaction of the principal ofholders of Senior Debt, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding before any payment or distribution of Permitted Junior Securities). Before any payment may be kind or character is made byon account of any Obligations on the Notes, or on behalf of, for the acquisition of any Guarantor of the principal of, premium, if any, Notes for cash or interest on the Securities upon property or otherwise. Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Guarantor Obligations on Senior Indebtedness Debt then due have been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness remaining Debt then due re- maining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (c) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company or a Guarantor of any kind or character, whether in cash, property or securities to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property or such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, shall first be paid in full in cash or Cash Equivalents, or such payment shall be duly provided for to the satisfaction of the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, before any payment or distribution of any kind or character is made on account of any Obligations on the Securities or the Guarantee of such Guarantor, as the case may be, or for the acquisition, redemption or defeasance of any of the Securities for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, assignment, marshalling of assets, receivership or similar proceeding, any payment or distribution of assets or securities of the Company or a Guarantor of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding any payment or distribution of Permitted Junior Securities), all Guarantor Senior Indebtedness of such Guarantor then due shall first be paid in full in cash before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by the Company or such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor Guarantor, as the case may be (pro rata to such holders on the basis of the respective amounts of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, held by such holders) ), or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, has been paid in full in cash or Cash Equivalents after giving effect to any prior concurrent payment or concurrent payment, distribution in cash or provision therefor Cash Equivalents to or for the holders of such Senior Debt or Guarantor Senior IndebtednessDebt of such Guarantor, as the case may be. (b) To the extent any payment of Senior Debt or Guarantor Senior Debt (whether by or on behalf of the Company or a Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any the Company or a Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash12.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be (pro rata to such holders on the basis of the respective amounts amount of Senior Debt or Guarantor Senior Debt of such Guarantor Senior Indebtedness Guarantor, as the case may be, held by such holders) ), or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Debt or Guarantor Senior Indebtedness Debt of such Guarantor, as the case may be, has been paid in full in cash or Cash Equivalents, after giving effect to any prior concurrent payment or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt or Guarantor Senior Indebtedness. Debt of such Guarantor, as the case may be. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if if, in the event the Company is not the surviving corporation, such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article FiveFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or winding up or total liquidation or reorganization marshaling of assets of such Guarantor, whether voluntary or involuntary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to such Guarantor or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash or Cash Equivalents, before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor of the principal of, premium, if any, or interest on the Securities, or any payment by such Guarantor to acquire any of the Securities for cash, property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be kind or character is made byon account of any Guaranteed Obligations, or on behalf of, for the acquisition of any Guarantor of the principal of, premium, if any, Notes for cash or interest on the Securities upon property or otherwise. Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Notes or the Trustee on their behalf under this Indenture would be entitled, but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) To the extent any payment of Guarantor Senior Debt (whether by or on behalf of any Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including, without limitation, for any of the reasons described in the preceding sentence) of any Guarantor’s obligation to make any distribution or payment pursuant to any Guarantor Senior Debt, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Guarantor Senior Debt in cash or Cash Equivalents, shall have no force or effect for purposes of the subordination provisions contained in this Article 12, with any turnover of payments as otherwise calculated pursuant to this Article 12 to be made as if no such diminution has occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any such Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash12.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness Debt held by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (d) The consolidation of any Guarantor with, or the merger of any such Guarantor with or into, another corporation or the liquidation or dissolution of any such Guarantor following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five 5 and as long as permitted under the terms of the Guarantor Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume such Guarantor’s obligations hereunder in accordance with the conditions stated in Article Five5.

Payment Over of Proceeds Upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or winding up or total liquidation or reorganization marshalling of such Guarantor, whether voluntary or involuntary assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedings (excluding any payment similar proceeding relating to the Company or distribution of Permitted Junior Securities)its property, whether voluntary or involuntary, all Guarantor Obligations due or to become due upon all Senior Indebtedness of such Guarantor then due Debt shall first be paid in full in cash or Cash Equivalents, or such payments duly provided for to the satisfaction of the holders of the Senior Debt before the Holders or the Trustee on behalf of such Holders shall be entitled to receive any payment by such Guarantor or distribution of the principal of, premium, if any, any kind or interest character is made on account of any Obligations on the Securities, or any payment by such Guarantor to acquire for the acquisition of any of the Securities for cash, cash or property or securities, or any distribution by such Guarantor with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)otherwise. Before any payment may be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon Upon any such dissolution or winding up or total liquidation or dissolution, winding-up, liquidation, reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedingssimilar proceeding, any payment or distribution of assets or securities of such Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, to which the Holders of the Securities or the Trustee on their behalf under this Indenture would be entitledentitled (other than any payments of fees and expenses of the Trustee and any indemnity made under Section 7.07), but except for the subordination provisions of this Indenturehereof, shall be made paid by such Guarantor the Company or by any receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness of such Guarantor Debt (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness Debt held by such holders) or their representatives respective Representatives, or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior IndebtednessDebt. (b) To the extent any payment of Senior Debt (whether by or on behalf of 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, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distributionforegoing, any payment or distribution of assets or securities of any Guarantor the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities)securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 12.02(a) and before all obligations in respect of the Guarantor Senior Indebtedness of such Guarantor are paid in full in cash10.03(a), such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts amount of such Guarantor Senior Indebtedness held Debt by such holders) or their respective representativesRepresentatives, or to the trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Indebtedness Debt remaining unpaid until all such Guarantor Senior Indebtedness Debt has been paid in full in cash or Cash Equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. Debt. (d) The consolidation of any Guarantor the Company with, or the merger of any Guarantor the Company with or into, another corporation or the liquidation or dissolution of any Guarantor the Company following the conveyance or transfer of its property as an entirety, all or substantially as an entiretyall of its assets, to another corporation upon the terms and conditions provided in Article Five 5 and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions stated in Article Five5.