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

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of assets or securities of a Guarantor of any kind or character, whether in cash, property or securities (including other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with 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, assignment of assets for the benefit of creditors or other marshalling of assets and liabilities of such Guarantor, all amounts due or to become due upon all Guarantor Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) such Guarantor on account of the Securities Guarantees, or any payment to acquire any of the Securities Guarantees for cash, property or securities, or any distribution with respect to the Securities Guarantees of any cash, property or securities. Before any payment may be made by, or on behalf of, any Guarantor on any Securities Guarantee (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution which may be payable of assets or deliverable by reason securities of the payment such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Sixteen, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, similar Person making such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”)distribution, on account of or by the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment Holders or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee if received by them or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorit, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent agent, or other Person Persons making payment or distribution of the assets of such Subsidiary Guarantor for application to the payment of all Guarantor Senior Debt of such Subsidiary Guarantor remaining unpaid, or to the trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt may have been issued, to the extent necessary to pay all such Guarantor Senior Debt of such Subsidiary Guarantor in full, in cash or cash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightDebt.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “"Guarantee Payment”"), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s 's Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock assets or securities of a Subsidiary any Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , upon any dissolution or winding-up or liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, an assignment for the benefit of creditors or any marshaling of such Guarantor’s assets, the holders of Senior Debt of such Guarantor shall not be deemed entitled to include a receive payment in full in cash of all Obligations due in respect of such 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 or interest on the Securities pursuant to its Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities (except that Holders may receive and retain (I) Permitted Junior Securities and (II) payments made from the defeasance trust described under Article 8). 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 or interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of stock assets or securities of a Subsidiary such Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such plan Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding the Senior Debt of such Subsidiary Guarantor (pro rata to substantially such holders on the same extent as basis of the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution respective amounts of such Subsidiary Guarantor following Senior Debt held by such holders) or their representatives or to the conveyance trustee or other disposition of trustees or agent or agents under any agreement or indenture pursuant to which any such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full in cash after giving effect to any prior or substantially all of its assets concurrent payment, distribution or provision therefor to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding or for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part holders of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Debt.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all of such Guarantor's Obligations due upon all Guarantor Senior Debt of such Guarantor shall not first be deemed paid in full in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of Guarantor Senior Debt of such Guarantor, before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or character is made on account of any other corporation provided Obligations on such Guarantor's Guarantees, or for the acquisition of any of the Notes by such plan Guarantor, for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of reorganization assets of such Guarantor of any kind or readjustment character, whether in cash, property or securities, to which stock the Holders of the Notes or securities are subordinated 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 right 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 payment to all then outstanding Guarantor Senior Debt of such Subsidiary Guarantor (pro rata to substantially such holders on the same extent as basis of the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation respective amounts of a Subsidiary Guarantor withSenior Debt of such Guarantor held by such holders) or their respective Representatives, or to the merger of a Subsidiary Guarantor into, another Person trustee or the liquidation or dissolution trustees under any indenture pursuant to which any of such Subsidiary Guarantor following Senior Debt of such Guarantor may have been issued, as their respective interests may appear, for application to the conveyance payment of Guarantor Senior Debt of such Guarantor remaining unpaid until all Obligations on Guarantor Senior Debt of such Guarantor then due have been paid in full in cash or other disposition of all Cash Equivalents after giving effect to any concurrent payment, distribution or substantially all of its assets provision therefor to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding or for the purposes holders of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part Senior Debt of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightGuarantor.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such any Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Subsidiary Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all of such Subsidiary Guarantor's Senior Indebtedness shall not first be deemed paid in full in cash, or such payment duly provided for to include a the satisfaction of the holders of such Subsidiary Guarantor's Senior Indebtedness, before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or character is made on account of any other corporation provided Obligations with respect to the Subsidiary Guarantee of such Subsidiary Guarantor, or for by the acquisition of such plan Subsidiary Guarantee for cash or property or otherwise. Upon any such total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of reorganization creditors or readjustment which stock or securities are subordinated in right marshaling of payment to all then outstanding Senior Debt assets of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided or in this Article. The consolidation a bankruptcy, reorganization, insolvency, receivership or other similar proceeding, any payment or distribution of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution assets of such Subsidiary Guarantor following of any kind or character, whether in cash, property or securities, to which the conveyance Holders of the Notes or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not Trustee under this Indenture would be deemed a Guarantor Proceeding entitled, except for the purposes of this Section if the Person formed provisions hereof, shall be paid by such consolidation or into which such Subsidiary Guarantor is merged or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Person Holders or by the Trustee under this Indenture if received by them, directly to the holders of such Subsidiary Guarantor's Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Subsidiary Guarantor's Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which acquires by conveyance or transfer any of such assetsSubsidiary Guarantor's Senior Indebtedness may have been issued, as their respective interests may appear, for application to the case may be, shall, as a part payment of such consolidationSubsidiary Guarantor's Senior Indebtedness remaining unpaid until all such Subsidiary Guarantor's Senior Indebtedness has been paid in full in cash after giving effect to any concurrent payment, merger, conveyance distribution or other disposition, comply with provision therefor to or for the conditions set forth in Article Eightholders of such Subsidiary Guarantor's Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “"Guarantee Payment”"), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s 's Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock assets or securities of a Subsidiary any Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , upon any dissolution or winding-up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due with respect to all Senior Debt of such Guarantor (including any interest accruing on or after, or which would accrue but for, an event of bankruptcy, regardless of whether such interest is an allowed claim enforceable against the debtor under the Bankruptcy Code) shall not first be deemed paid in full, or payment provided for, in either case in cash or cash equivalents or otherwise in a form satisfactory to include a the holders of Senior Debt, before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any Guarantor Securities Payment. Before any payment may be made by, or on behalf of, any Guarantor of the principal of or interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of stock assets or securities of a Subsidiary such Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such plan Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding the Senior Debt of such Subsidiary Guarantor (pro rata to substantially such holders on the same extent as basis of the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation respective amounts of a Subsidiary Guarantor with, Senior Debt held by such holders) or their representatives or to the merger of a Subsidiary Guarantor into, another Person trustee or the liquidation or dissolution trustees under any indenture pursuant to which any of such Subsidiary Guarantor following Senior Debt may have been issued, as their respective interests may appear, to the conveyance extent necessary to pay all such Senior Debt in full in cash or other disposition cash equivalents or otherwise in a form satisfactory to the holders of all such Senior Debt after giving effect to any concurrent payment, distribution or substantially all of its assets provision therefor to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding or for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part holders of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivershipinsolvency, liquidation, bankruptcy, reorganization or other similar case or proceeding in connection therewith, relative relating to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary the Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyinvoluntary, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantorall principal, then and in any such event specified in (a), (b) or (c) above (each such eventpremium, if any, herein sometimes referred to as a “and interest, if any, due upon all Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor Indebtedness shall first be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantorfull, or provision shall be made for such payment payment, in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorequivalents, before the Holders or the Trustee on behalf of the Securities are Holders shall be entitled to receive any payment by the Guarantor pursuant to the Guaranty. Before any payment may be made by, or distribution of on behalf of, the Guarantor pursuant to the Guaranty upon any kind insolvency, liquidation, bankruptcy, reorganization or charactersimilar proceeding relating to the Guarantor, whether in cash, property voluntary or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereofinvoluntary, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such Subsidiary the Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Thirteen, shall not be deemed to include a made by the Guarantor or by any administrator, receiver, liquidator, custodian, trustee, other similar officer of the Guarantor or other similar person making such payment or distribution distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of stock or securities Guarantor Senior Indebtedness (pro rata to such holders on the basis of a Subsidiary the respective amounts of Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for Senior Indebtedness held by such plan of reorganization holders) or readjustment which stock their Representatives, to the extent necessary to pay all such Guarantor Senior Indebtedness in full, in cash or securities are subordinated in right of payment cash equivalents after giving effect to all then outstanding Senior Debt any concurrent payment, distribution or provision therefor to or for the holders of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets of any Guarantor of any kind or proceedingcharacter to creditors, whether in cash, property or securities, upon any receivership, total or partial liquidation, reorganization or other similar case or proceeding in connection therewithdissolution, relative to any Subsidiary Guarantor or to its creditorswinding-up, as suchreorganization, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 marshaling of assets and liabilities of any Subsidiary GuarantorGuarantor or in a bankruptcy, then and in reorganization, insolvency, receivership or other similar proceeding relating to any such event specified in (a)Guarantor or its property, (b) whether voluntary or (c) above (each such eventinvoluntary, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts Obligations due or to become due on or in respect of upon all Guarantor Senior Debt of such Subsidiary Guarantor, or provision Guarantor shall first be made for such payment paid in full in cash or cash equivalents Cash Equivalents, or otherwise in a manner satisfactory such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), character is made on account of any Guarantee Obligations, or for the Subsidiary Guarantee acquisition of any of the Notes for cash or property or otherwise. Upon any such Subsidiary Guarantor (all such paymentsdissolution, other than the payment winding-up, liquidation, reorganization, receivership or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereofsimilar proceeding, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders of the Notes would be entitled, except for the provisions hereof, shall not be deemed to include a paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution distribution, or by the Holders if received by them, directly to the holders of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor (pro rata to substantially such holders on the same extent as basis of the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation respective amounts of a Subsidiary Guarantor withSenior Debt of such Guarantor held by such holders) or their respective Representatives, or to the merger of a Subsidiary Guarantor into, another Person trustee or the liquidation or dissolution trustees under any indenture pursuant to which any of such Subsidiary Guarantor following Senior Debt of such Guarantor may have been issued, as their respective interests may appear, for application to the conveyance payment of Guarantor Senior Debt of such Guarantor remaining unpaid until all such Guarantor Senior Debt of such Guarantor has been paid in full in cash or other disposition of all Cash Equivalents after giving effect to any concurrent payment, distribution or substantially all of its assets provision therefor to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding or for the purposes holders of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part Senior Debt of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightGuarantor.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above Company (each such event, if any, herein sometimes referred to as a “Guarantor "Proceeding”) "), then the holders of Senior and Subordinated Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt Allocable Amounts of such Subsidiary GuarantorSenior and Subordinated Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorand Subordinated Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Debt of such Subsidiary Guarantor the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor "Junior Subordinated Payment”"), on account of principal of (or premium, if any) or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior and Subordinated Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee the Securities in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 12.2, the Trustee or the Holder of any Security shall have received any Guarantee Payment payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Allocable Amounts of all Senior and Subordinated Debt of such Subsidiary Guarantor is are paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorand Subordinated Debt, and if such fact shall, at or prior to the time of such Guarantee Paymentpayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor the Company for application to the payment of all Allocable Amounts of all Senior and Subordinated Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Allocable Amounts of all Senior and Subordinated Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantorand Subordinated Debt. For purposes of this Article XII only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution shares of stock of the Company as reorganized or readjusted, or securities of a Subsidiary Guarantor the Company or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior and Subordinated Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees Securities are so subordinated as provided in this ArticleArticle XII. The consolidation of a Subsidiary Guarantor the Company with, or the merger of a Subsidiary Guarantor the Company into, another Person or the liquidation or dissolution of such Subsidiary Guarantor the Company following the conveyance or other disposition sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a Guarantor Proceeding for the purposes of this Section 12.2 if the Person formed by such consolidation or into which such Subsidiary Guarantor the Company is merged or the Person which acquires by conveyance or transfer sale such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the conditions set forth in Article EightVIII.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or dissolution and liquidation (bontbinding en vereffening) any liquidation, dissolution or other winding up of any Subsidiary the Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyinvoluntary, or in bankruptcy (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (afaillissement), insolvency, moratorium, receivership or suspension of payments (b) or (c) above (each such eventsurseance van betaling), all principal, premium, if any, herein sometimes referred to as a “and interest, if any, due upon all Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor Indebtedness shall first be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantorfull, or provision shall be made for such payment payment, in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorequivalents, before the Holders or the Trustee on behalf of the Securities are Holders shall be entitled to receive any payment by the Guarantor pursuant to the Guaranty. Before any payment may be made by, or distribution on behalf of, the Guarantor pursuant to the Guaranty upon any liquidation of any kind or characterthe Guarantor, whether voluntary or involuntary, or in cash, property or securities bankruptcy (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”faillissement), on account insolvency, moratorium of the Subsidiary Guarantee payments (surseance van betaling), receivership, suspension of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such Subsidiary the Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Thirteen, shall not be deemed to include a made by the Guarantor or by any administrator, bewindvoerder, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Guarantor or other similar person making such payment or distribution distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of stock or securities Guarantor Senior Indebtedness (pro rata to such holders on the basis of a Subsidiary the respective amounts of Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for Senior Indebtedness held by such plan of reorganization holders) or readjustment which stock their Representatives, to the extent necessary to pay all such Guarantor Senior Indebtedness in full, in cash or securities are subordinated in right of payment cash equivalents after giving effect to all then outstanding Senior Debt any concurrent payment, distribution or provision therefor to or for the holders of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of assets of a Guarantor of any kind or character, whether in cash, property property, or securities 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 which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment kind or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), character is made on account of any Guaranteed Obligations on the Subsidiary Guarantee Notes, or for the acquisition of any of the Notes for cash or property or otherwise. Upon any such Subsidiary Guarantor (all such paymentsdissolution, other than the payment winding-up, liquidation, reorganization, receivership or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereofsimilar proceeding, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary a Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 not be deemed to include a paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of stock Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or securities of a Subsidiary Guarantor provided for by a plan of reorganization their respective Representatives, or readjustment authorized by an order to the trustee or decree of a court of competent jurisdiction in a reorganization proceeding trustees under any applicable bankruptcy law or indenture pursuant to which any of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding 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 Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. In the event Upon any payment or distribution of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative assets to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other dissolution, winding up of any Subsidiary Guarantorup, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyreorganization, or (c) any assignment for the benefit of creditors creditors, marshaling of assets or any other marshalling of assets and liabilities of any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Subsidiary Guarantor, then and in any such event specified in (a), (b) ’s insolvency or (c) above bankruptcy (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) ), the holders of Senior Debt Indebtedness of such the Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest, if any, on or in respect of all such Senior Debt of such Subsidiary GuarantorIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt of such Subsidiary GuarantorIndebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Indebtedness of such the Subsidiary Guarantor subordinated to the payment of the Securitiesany Subsidiary Guarantee, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of any payment pursuant to any Subsidiary Guarantee or on account of the purchase or other acquisition of Securities by the Subsidiary Guarantee of such Guarantor or any Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt Indebtedness of such the Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of such Subsidiary Guarantor’s the Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment payment or distribution of assets of the Subsidiary Guarantor of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt Indebtedness of such the Subsidiary Guarantor 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 such Senior Debt of such Subsidiary GuarantorIndebtedness, and if such fact written notice thereof from the Subsidiary Guarantor or any holder of Senior Indebtedness of the Subsidiary Guarantor (or any trustee, agent or representative therefor) shall, at or least three Business Days prior to the time of such Guarantee Paymentpayment or distribution, have been made known to received by a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such the Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all such Senior Debt of such Subsidiary Guarantor Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such the Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution shares of stock of the Subsidiary Guarantor as reorganized or readjusted, or securities of a the Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt Indebtedness of such the Subsidiary Guarantor to substantially the same extent as the any Subsidiary Guarantees are Guarantee is so subordinated as provided in this Article. The consolidation of a the Subsidiary Guarantor with, or the merger of a the Subsidiary Guarantor into, another Person or the liquidation or dissolution of such the Subsidiary Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets or of its properties and assets substantially as an entirety to another Person upon or the terms liquidation or dissolution of the Subsidiary Guarantor following the sale of all of its properties and conditions set forth in Article Eight assets or of its properties and assets substantially as an entirety to another Person shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such the Subsidiary Guarantor is merged or the Person which acquires by conveyance sale all such properties and assets or transfer such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the any conditions set forth in Article Eightany applicable supplemental indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of assets or securities of a Guarantor of any kind or character, whether in cash, property or securities (including other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with 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 or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Guarantor Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of on behalf of) such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Securities Guarantees, or any payment to acquire any of the Securities Guarantees for cash, property or securities, or any distribution with respect to the Securities Guarantees of any cash, property or securities. Before any payment may be made by, or on behalf of, any Guarantor on any Securities Guarantee of such Subsidiary Guarantor (all such payments, other than with the payment money, securities or distribution of stock or securities of a Subsidiary Guarantor referred to proceeds held under any defeasance trust established in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”accordance with this Indenture), and to that end the holders of Senior Debt of in connection with any such Subsidiary Guarantor shall be entitled to receivedissolution, for application to the payment thereofwinding up, liquidation or reorganization, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Sixteen, shall not be deemed to include a made by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the Holders or the Trustee if received by them or it, directly to the holders of stock Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or securities of a Subsidiary Guarantor provided for by a plan of reorganization their representatives or readjustment authorized by an order to any trustee or decree of a court of competent jurisdiction in a reorganization proceeding trustees under any applicable bankruptcy law or of indenture pursuant to which any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Guarantor Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Guarantor Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any dissolution, insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantorthe Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of any Subsidiary Guarantorthe Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor Indebtedness shall be entitled to receive payment in full in cash or other payment satisfactory to the holders of Senior Indebtedness of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to Indebtedness before the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities Debentures are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee Subordinated Obligations (except that holders of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually Debentures may receive and collectively, as a “Guarantee Payment”retain Permitted Junior Securities), and to that end the holders of Senior Debt Indebtedness or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Subsidiary Guarantor Senior Indebtedness may have been issued, shall be entitled to receivereceive from 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, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not , which may be deemed to include a payment payable or distribution deliverable in respect of stock the Subordinated Obligations in any such case, proceeding, dissolution, liquidation or securities other winding up or event, assignment or marshalling (except that holders of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleDebentures may receive and retain Permitted Junior Securities). The consolidation of a Subsidiary Guarantor the Company with, or the merger of a Subsidiary Guarantor the Company into, another Person or the liquidation or dissolution of such Subsidiary Guarantor the Company following the conveyance or other disposition of all or substantially all transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 14 shall not be deemed a Guarantor Proceeding dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 4.02 if the Person formed by such consolidation or into which such Subsidiary Guarantor the Company is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight14.

Payment Over of Proceeds Upon Dissolution, Etc. In the event Upon any payment or distribution of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative assets to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other dissolution, winding up of any Subsidiary Guarantorup, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyreorganization, or (c) any assignment for the benefit of creditors creditors, marshaling of assets or any other marshalling of assets and liabilities of any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Subsidiary Guarantor, then and in any such event specified in (a), (b) ’s insolvency or (c) above bankruptcy (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) ), the holders of Senior Debt Indebtedness of such the Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest, if any, on or in respect of all such Senior Debt of such Subsidiary GuarantorIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt of such Subsidiary GuarantorIndebtedness, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Indebtedness of such the Subsidiary Guarantor subordinated to the payment of the Securitiesany Subsidiary Guarantee, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of any payment pursuant to any Subsidiary Guarantee or on account of the purchase or other acquisition of Securities by the Subsidiary Guarantee of such Guarantor or any Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt Indebtedness of such the Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of such Subsidiary Guarantor’s the Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment payment or distribution of assets of the Subsidiary Guarantor of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Debt Indebtedness of such the Subsidiary Guarantor 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 such Senior Debt of such Subsidiary GuarantorIndebtedness, and if such fact written notice thereof from the Subsidiary Guarantor or any holder of Senior Indebtedness of the Subsidiary Guarantor (or any trustee, agent or representative therefor) shall, at or least three Business Days prior to the time of such Guarantee Paymentpayment or distribution, have been made known to received by a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such the Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all such Senior Debt of such Subsidiary Guarantor Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such the Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution shares of stock of the Subsidiary Guarantor as reorganized or readjusted, or securities of a the Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt Indebtedness of such the Subsidiary Guarantor to substantially the same extent as the any Subsidiary Guarantees are Guarantee is so subordinated as provided in this Article. The consolidation of a the Subsidiary Guarantor with, or the merger of a the Subsidiary Guarantor into, another Person or the liquidation or dissolution of such the Subsidiary Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets or of its properties and assets substantially as an entirety to another Person upon or the terms liquidation or dissolution of the Subsidiary Guarantor following the sale of all of its properties and conditions set forth in Article Eight assets or of its properties and assets substantially as an entirety to another Person shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such the Subsidiary Guarantor is merged or the Person which acquires by conveyance sale all such properties and assets or transfer such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the any conditions set forth in Article Eightany applicable supplemental indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt Indebtedness of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt Indebtedness of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (including excluding any payment or distribution which may of Permitted Junior Securities), upon any dissolution or winding-up or liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Guarantor Senior Indebtedness of such Guarantor shall first be payable or deliverable by reason paid in full 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 or interest on the Securities pursuant to such Guarantor's Guaranty, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securitiescash, such payment property or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor securities (all such payments, other than the excluding any payment or distribution of stock Permitted Junior Securities). Before any payment may be made by, or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereofon behalf of, any Guarantee Payment which may be payable Guarantor of the principal of or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in interest on the Securities upon any such Guarantor Proceeding. In the event thatdissolution or winding-up or liquidation or reorganization, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a securities (excluding any payment or distribution of stock Permitted Junior Securities), to which the Holders of the Securities or securities the Trustee on their behalf would be entitled, but for the subordination provisions of a Subsidiary this Indenture, shall be made by such Guarantor provided for or by a plan any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of reorganization 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 readjustment authorized by an order their representatives or decree of a court of competent jurisdiction in a reorganization proceeding to the trustee or trustees or agent or agents under any applicable bankruptcy law agreement or of indenture pursuant to which any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to substantially the same extent as 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 Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution holders of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Indebtedness.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 marshalling of assets of any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to any Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon ail Guarantor Senior Debt shall not first be deemed paid in full in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of the Guarantor Senior Debt, before any payment or distribution of stock any kind or securities character is made on account of any Obligations of a Subsidiary Guarantor provided on the Guarantees, 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 any Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Guarantees or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by a plan the Guarantors or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of reorganization the Guarantees or readjustment authorized by an order 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 decree of a court of competent jurisdiction in a reorganization proceeding their respective Representatives, or to the trustee or trustees under any applicable bankruptcy law or indenture pursuant to which any of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding 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 Subsidiary Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor withany concurrent payment, distribution or the merger of a Subsidiary Guarantor into, another Person provision therefor to or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes holders of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (bii) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (ciii) any assignment for the benefit of creditors or any other marshalling marshaling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in clause (ai), (bii) or (ciii) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive or retain payment in full in cash or cash equivalents of all amounts due or to become due on or in respect of all Guarantor Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities Lenders are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”)securities, on account of any obligations in respect of this Guaranty (including any interest accruing on or after the filing of any Guarantor Proceeding relating to a Guarantor, whether or not allowed in such Guarantor Proceeding) or on account of any purchase or other acquisition of Loans by any Guarantor or any Subsidiary Guarantee of such Subsidiary a Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraphdistributions, purchases and acquisitions herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee this Guaranty in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 6(a), the Trustee or the Holder of any Security Lender shall have received any Guarantee Payment before all Guarantor Senior Debt of such Subsidiary a Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such a Guarantee Payment, have been made known to the Trustee or, as the case may be, such HolderLender, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person person making payment or distribution of assets of such Subsidiary Guarantor for the application to the payment of all Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all the Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness in fullfull in cash or cash equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness. For purposes of this Article Section 6 only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary any Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Guarantor Senior Debt of such Subsidiary Guarantor to substantially the same extent as as, or to a greater extent than, the Subsidiary Guarantees Guaranty of the Guarantors are so subordinated as provided in this ArticleSection 6. The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary any Guarantor into, another Person or the liquidation or dissolution of such Subsidiary any Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight Section 8.05 of the Interim Loan Agreement shall not be deemed a Guarantor Proceeding for the purposes of this Section 6 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article EightSection 8.05 of the Interim Loan Agreement.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any a Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any a Subsidiary 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 and liabilities of any a Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Subsidiary Guarantor Proceeding”") the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt Indebtedness of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment on account of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”Subsidiary Guarantee), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, payments and distributions herein referred to, individually and collectively, as a “Guarantee "Subsidiary Guarantor Payment”"), and to that end the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Subsidiary Guarantor Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Subsidiary Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Subsidiary Guarantor Payment before all Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Subsidiary Guarantor Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Subsidiary Guarantor Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such a Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Subsidiary Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency payment or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any distribution of assets of the Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors creditors, marshaling of assets or any other marshalling bankruptcy, insolvency or similar proceedings of assets and liabilities of any the Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above Guarantor (each such event, if any, event herein sometimes referred to as a “Subsidiary Guarantor Proceeding”) ), then except in connection with the consolidation or merger of the Subsidiary Guarantor or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety, upon the terms and conditions described in Article Eight of the Base Indenture, the holders of Senior Debt of such Subsidiary Guarantor Senior Indebtedness shall first be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Senior Debt of such Subsidiary Guarantor, Indebtedness before the Holders of the Securities any Note are entitled to receive any payment of principal of, and premium, if any, or interest on the Notes or on account of the purchase or redemption or other acquisition of Notes by the Subsidiary Guarantor (“Subsidiary Guarantor Securities Payment”), and the holders of Subsidiary Guarantor Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee the Notes in any such Subsidiary Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 9.3, the Trustee or the Holder of any Security Note shall have received any Guarantee Payment payment or distribution or assets of the Subsidiary Guarantor of any kind or character, whether in cash, property or securities, before all Senior Debt of such the Subsidiary Guarantor Senior Indebtedness is paid in full full, then such payment or payment thereof provided distribution shall be held in trust for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Subsidiary Guarantor Senior Debt of such Subsidiary Guarantor, Indebtedness and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of such the Subsidiary Guarantor for application to the payment of all Senior Debt of such the Subsidiary Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt of such the Subsidiary Guarantor Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of the Subsidiary Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness. For purposes of this Article 9 only, the words “any payment or distribution of any kind or of character, whether in ” and “cash, property or securities” shall not be deemed to include a payment or distribution of stock equity or securities or other instruments of a the Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities that, in the case of subordinated securities, are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor Senior Indebtedness to substantially at least the same extent as the Subsidiary Guarantees Notes, as the case may be, are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight9.

Payment Over of Proceeds Upon Dissolution, Etc. If the Debenture Guarantor shall default in the payment of any principal of (or premium, if any) or interest on any Guarantor Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Debenture Guarantor by the holders of Guarantor Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made in respect of the Guarantee. In the event of (a) any insolvency or bankruptcy case or proceedinginsolvency, or any bankruptcy, receivership, liquidation, reorganization reorganization, readjustment, composition or other similar case proceedings relating to the Debenture Guarantor, its creditors or proceeding in connection therewithits property, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any proceeding for the liquidation, dissolution or other winding up of any Subsidiary the Debenture Guarantor, whether voluntary or involuntary and involuntary, whether or not involving insolvency or bankruptcybankruptcy proceedings, or (c) any assignment by the Debenture Guarantor for the benefit of creditors or (d) any other marshalling of the assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above the Debenture Guarantor (each such event, if any, herein sometimes referred to as a “"GUARANTOR PROCEEDING"), all Guarantor Proceeding”Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made in respect of the Guarantee. Any payment or distribution, whether in cash, securities or other property (other than securities of the Debenture Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Guarantee, to the payment of all Guarantor Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Guarantee shall be paid or delivered directly to the holders of Guarantor Senior Debt Indebtedness in accordance with the priorities then existing among such holders until all Guarantor Senior Indebtedness (including any interest thereon accruing after the commencement of such Subsidiary any Guarantor Proceeding) shall be entitled to receive have been paid in full. In the event of any Guarantor Proceeding, after payment in full of all amounts due or sums owing with respect to become due on or in respect of all Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are Securities, together with the holders of any obligations of the Debenture Guarantor ranking on a parity with the Guarantee, shall be entitled to receive be paid from the remaining assets of the Debenture Guarantor the amounts at the time due and owing in respect of the Guarantee and such other obligations before any payment or distribution of any kind or characterother distribution, whether in cash, property or securities (including otherwise, shall be made on account of any capital stock or any obligations of the Debenture Guarantor ranking junior to the Guarantee and such other obligations. If, notwithstanding the foregoing, any payment or distribution which may be payable of any character or deliverable any security, whether in cash, securities or other property (other than securities of the Debenture Guarantor or any other corporation provided for by reason a plan of reorganization or readjustment the payment of any other indebtedness of such Subsidiary Guarantor subordinated which is subordinate, at least to the extent provided in these subordination provisions with respect to the Guarantee, to the payment of all Guarantor Senior Indebtedness at the Securitiestime outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Guarantor Senior Indebtedness shall have been paid in full, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of or security shall be received in trust for the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”)benefit of, and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to and transferred to, the trustee holders of the Guarantor Senior Indebtedness at the time outstanding in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of accordance with the priorities then existing among such Subsidiary Guarantor holders for application to the payment of all Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, after giving effect distribution or security, each holder of Guarantor Senior Indebtedness is hereby irrevocably authorized to any concurrent payment endorse or distribution assign the same. The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to or an agent for the holders of Guarantor Senior Debt Indebtedness or consent to the filing of such Subsidiary Guarantora financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Guarantor Senior Indebtedness at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. For purposes The provisions of this Article onlySection 15.2 shall not impair any rights, the words “any payment interests, remedies or distribution powers of any kind secured creditor of the Debenture Guarantor in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligations of the Guarantor, otherwise ranking on a parity with the Guarantee or characterranking junior to the Guarantee, whether in cash, property or securities” shall not be deemed to include prevent such obligations from constituting, respectively, obligations ranking on a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply parity with the conditions set forth in Article EightGuarantee or ranking junior to the Guarantee.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such any Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 marshalling of assets of such Subsidiary Guarantor, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to any Subsidiary Guarantor or its property, whether voluntary or involuntary, all Obligations with respect to all Guarantor Senior Indebtedness shall not first be deemed to include a paid in full, in cash or Cash Equivalents, before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or character is made on account of any other corporation provided for by such plan Obligations on the Notes or any of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt the Obligations of such Subsidiary 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 substantially all Guarantor Senior Indebtedness are paid in full in cash or Cash Equivalents, any distribution to which the same extent Holders of the Notes would be entitled but for the subordination provisions will be made to the holders of Guarantor Senior Indebtedness as their interests may appear. Upon any such dissolution, winding-up, liquidation, reorganization, bankruptcy, insolvency, receivership or similar proceeding or assignment for the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation benefit of a creditors or marshalling of assets, any payment or distribution of assets of any Subsidiary Guarantor withof any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the merger of a Subsidiary Guarantor intoTrustee under this Indenture would be entitled, another Person or except for the liquidation or dissolution of provisions hereof, shall be paid by such Subsidiary Guarantor following the conveyance or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other disposition person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or substantially all of its assets Cash Equivalents after giving effect to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding any concurrent payment, distribution or provision therefor to or for the purposes holders of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Indebtedness.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 marshalling of assets of any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to any Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness shall not first be deemed paid in full in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of the Guarantor Senior Indebtedness, before any payment or distribution of stock any kind or securities character is made on account of any Obligations of a Subsidiary Guarantor provided on the Guarantees, 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 any Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Guarantees or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by a plan the Guarantors or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of reorganization the Guarantees or readjustment authorized by an order the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by such holders) or decree of a court of competent jurisdiction in a reorganization proceeding their respective Representatives, or to the trustee or trustees under any applicable bankruptcy law or of indenture pursuant to which any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided payment of Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in this Article. The consolidation of a Subsidiary Guarantor withfull in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or the merger of a Subsidiary Guarantor into, another Person provision therefor to or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes holders of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 marshaling of assets and liabilities of any Subsidiary Guarantor, or (d) any event described in Section 11.01(h) then and in any such event specified in clause (a), (b), (c) or (cd) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness shall be entitled to receive or retain payment in full in cash or Cash Equivalents of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, before the Holders of the Securities Junior Creditors are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”)securities, on account of any Obligations in respect of the Subsidiary Guarantee of such Guarantor (including any interest accruing on or after the filing of any Guarantor Proceeding, whether or not allowed in such Guarantor Proceeding) or on account of any purchase or other acquisition of Notes by any Guarantor or any Subsidiary Guarantor of a Guarantor, or otherwise on account of any Junior Indebtedness, whether at maturity, by acceleration or demand for payment, or by filing or joining filing in a Proceeding (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraphdistributions, purchases and acquisitions herein referred to, individually and collectively, as a “"Guarantee Payment”"), and to that end the holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s the Subsidiary Guarantee of such Guarantor in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 14.06, the Trustee or the Holder of any Security Junior Creditor shall have received any Guarantee Payment before all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such HolderCash Equivalents, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person person making payment or distribution of assets of such Subsidiary Guarantor for the application to the payment of all Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all the Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness. For purposes of this Article Section 14 only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary any Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness to substantially the same extent as as, or to a greater extent than, the Subsidiary Guarantees of the Guarantors are so subordinated as provided in this ArticleSection 14, if such plan has been approved by holders of Designated Senior Indebtedness. The consolidation of a Subsidiary any Guarantor with, or the merger of a Subsidiary any Guarantor into, another Person or the liquidation or dissolution of such Subsidiary any Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight Section 14.03 shall not be deemed a Guarantor Proceeding for the purposes of this Section 14.06 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article EightSection 14.03.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any payment by the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 distribution of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution Guarantor of any kind or character, whether in cash, property or securities (including securities, to creditors upon any payment dissolution or distribution which may be payable winding-up or deliverable by reason liquidation or reorganization of the payment of any Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other indebtedness of such Subsidiary Guarantor subordinated to the payment proceedings, all amounts due upon all Senior Indebtedness of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall first be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full full, or payment thereof provided for in cash money in accordance with its terms, before any payment is made by the Guarantor on account of any Indenture Obligations; and upon any such dissolution or cash equivalents winding-up or otherwise in a manner satisfactory to liquidation or reorganization, any payment by the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shallor distribution of assets of the Guarantor of any kind or character, at whether in cash, property or prior to securities, which the time Holders of such Guarantee Payment, have been made known to the Convertible Debentures or the Trustee orwould be entitled to receive from the Guarantor, as except for the case may beprovisions of this Article, such Holder, then and in such event such Guarantee Payment shall be paid over by the Guarantor or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating liquidation trustee, custodian, assignee, agent or other Person making such payment or distribution distribution, or by the Holders of assets of such Subsidiary Guarantor for application the Convertible Debentures or by the Convertible Debenture Guarantee Trustee or the Indenture Trustee hereunder or under the Indenture if received by them or it, directly to the payment holders of all Senior Debt Indebtedness of the Guarantor (pro rata to such Subsidiary Guarantor remaining unpaidholders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Guarantor) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt of such Subsidiary Guarantor Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt of such Subsidiary Guarantor. For purposes of this Article onlyIndebtedness, the words “before any payment or distribution is made to the Holders of the Convertible Debentures, the Convertible Debenture Guarantee Trustee or to the Indenture Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities” , prohibited by the foregoing, shall be received by the Convertible Debenture Guarantee Trustee, the Indenture Trustee or any Holder of the Convertible Debentures before all Senior Indebtedness of the Guarantor is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Guarantor, for application to the payment of all Senior Indebtedness of the Guarantor, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include a payment or distribution shares of stock of the Guarantor as reorganized or readjusted, or securities of a Subsidiary the Guarantor or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment -18- which stock or securities are subordinated in right of payment to all then Senior Indebtedness which may at the time be outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as as, or to a greater extent than, the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition of all or substantially all transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight V shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.V.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency payment or bankruptcy case or proceeding, distribution of assets of the Company or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative Subsidiary Notes Guarantor to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other winding up of any Subsidiary Guarantordissolution, whether voluntary or involuntary and whether or not involving insolvency or bankruptcywinding-up, or (c) any reorganization, assignment for the benefit of creditors creditors, marshaling of assets or any other marshalling bankruptcy, insolvency or similar proceedings of the Company or any Subsidiary Notes Guarantor (the Company or such Subsidiary Notes Guarantor being the "Affected Obligor"), then (except (x) 105 95 in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety, upon the terms and liabilities conditions described in Article Eight or (y) in connection with the consolidation or merger of a Subsidiary Notes Guarantor, or its liquidation or dissolution, not in violation of any Subsidiary Guarantor, then and in any such event specified in (a), (bprovision of this Indenture) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor "Proceeding”"), (i) if the Affected Obligor is the Company, the holders of Senior Debt of such Subsidiary Guarantor shall first be entitled to receive payment in full full, in cash or cash equivalents, of all amounts due or to become due on or in respect of all such Senior Debt before the Holders of the Notes are entitled to receive any payment of principal of (and premium, if any) or interest on the Notes or on account of the purchase or redemption or other acquisition of Notes by the Company or any Subsidiary of the Company and (ii) if the Affected Obligor is a Subsidiary Notes Guarantor, the holders of Subsidiary Guarantor Senior Debt of such Subsidiary GuarantorNotes Guarantor shall first be entitled to receive payment in full, or provision shall be made for such payment in cash or cash equivalents equivalents, of principal of (or otherwise in a manner satisfactory to the holders of Senior Debt of premium, if any) and interest on such Subsidiary GuarantorGuarantor Senior Debt, before the Holders of the Securities Notes are entitled to receive any payment pursuant to the Subsidiary Notes Guarantee of such Subsidiary Notes Guarantor (any payment on or purchase, redemption or acquisition of the Notes, referred to in clause (i), and any payment on a Subsidiary Notes Guarantee, referred to in clause (ii), being, individually and collectively, a "Notes Payment"), and, to that end, if the Affected Obligor is the Company, the holders of Senior Debt and, if the Affected Obligor is a Subsidiary Notes Guarantor, the holders of Subsidiary Guarantor Senior Debt of such Subsidiary Notes Guarantor (such Senior Debt or Subsidiary Guarantor Senior Debt, as the case may be, being "Affected Obligor Senior Debt" of such Affected Obligor) shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee the Notes in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 1402, the Trustee or the Holder of any Security Note shall have received any Guarantee Payment payment or distribution of assets of an Affected Obligor of any kind or character, whether in cash, property or securities, before all Affected Obligor Senior Debt of such Subsidiary Guarantor is paid in full full, then such payment or payment thereof provided distribution, except for amounts subject to the claim granted to the Trustee in cash or cash equivalents or otherwise Section 607 hereof, shall be held in a manner satisfactory to trust for the holders of Affected Obligor Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of such Subsidiary Guarantor the Affected Obligor for application to the payment of all Affected Obligor Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Affected Obligor Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of the Affected Obligor Senior Debt of such Subsidiary GuarantorDebt. For purposes of this Article Fourteen only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock equity or subordinated securities of a Subsidiary Guarantor the Affected Obligor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities that, in the case of subordinated securities, are subordinated in right of payment to all then outstanding Affected Obligor Senior Debt of such Subsidiary Guarantor to substantially at least the same extent 106 96 as the Notes or Subsidiary Guarantees Notes Guarantees, as the case may be, are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightFourteen.

Payment Over of Proceeds Upon Dissolution, Etc. of a Guarantor. ------------------------------------------------- In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, whether voluntary or involuntary, or (b) any liquidation, dissolution or other winding winding-up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, bankruptcy or (c) any general assignment for the benefit of creditors or any other marshalling of assets and or liabilities of any Subsidiary Guarantor, then and in any such event specified in (a)all and each of the foregoing, a "GUARANTOR BANKRUPTCY PROCEEDING"): (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”1) the holders of all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all such Guarantor Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, before the Holders of the Securities Notes are entitled to receive or retain, pursuant to the Guarantee of such Guarantor, any payment or distribution of any kind or character by such Guarantor on account of any of its Obligations on its Guarantee; (2) any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities (including securities, by set-off or otherwise, to which the Holders would be entitled but for the subordination provisions of this Article Ten shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor ProceedingSenior Indebtedness. In the event that, notwithstanding the foregoing provisions of this SectionSection 10.07, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, in respect of any of its Obligations on its Guarantee Payment before all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holdercash, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor Senior Indebtedness in fullfull in cash, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleIndebtedness. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary a Guarantor following the conveyance conveyance, transfer or other disposition of all or substantially all lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Five hereof shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of such Guarantor Proceeding for the purposes of this Section Article Ten if the Person formed by such consolidation or into which the surviving entity of such Subsidiary Guarantor is merged merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or other dispositionlease, comply with the conditions set forth in such Article EightFive hereof.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding Guarantor's assets in connection therewithwith any dissolution, relative to any Subsidiary Guarantor winding up, liquidation or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up reorganization of any Subsidiary the Guarantor, whether voluntary or involuntary and whether or not involving involuntary, in bankruptcy, insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above receivership proceedings (each such event, if any, herein sometimes referred to as a “"Proceeding"), or upon an assignment for the benefit of creditors or otherwise: (i) all Guarantor Secured Indebtedness (including without limitation all interest accruing on or after the filing of any petition in bankruptcy relating to the Guarantor at the relevant contractual rate, whether or not such claim for post-petition interest is allowed in such Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall must be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payments or distributions of any kind or character on account of any Guarantee Payments pursuant to this Guarantee Agreement, and (ii) any payment or distribution of the Guarantor's assets of any kind or character, whether in cash, property securities or securities other property, which would otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, but for application to the payment thereof, any Guarantee Payment which may these subordination provisions) be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary the Guarantee in any Payments shall be paid or delivered directly to the holders of such Guarantor ProceedingSecured Indebtedness (or their representative or trustee) in accordance with the priorities then existing among such holders until all Guarantor Secured Indebtedness shall have been paid in full in cash before any payment or distribution is made to the Holders. In the event that, that notwithstanding the foregoing subordination provisions of this Sectionset forth herein, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of any kind or character is made at a time when the respective payment is not permitted to be made as a result of the subordination provisions described above and before all Guarantor Secured Indebtedness is paid in full in cash, the Holders receiving such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary will be required to pay all Senior Debt of over such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleSecured Indebtedness. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person or the liquidation liquida tion or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 of the Indenture shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person which acquires by conveyance or transfer sale such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the conditions set forth in Article Eight8.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to any a Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above property (each such event, if any, herein sometimes referred to as a “"Subsidiary Guarantor Proceeding”) "), the holders of Senior Debt Indebtedness of the Company and such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due principal of (and premium, if any) and interest, if any (including Additional Sums and Additional Amounts, if any), on or in respect of all such Senior Debt of such Subsidiary GuarantorIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of the Company and such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Indebtedness of the Company or such Subsidiary Guarantor (including the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Subsidiary Guarantor Junior Senior Subordinated Payment”"), on account of principal of (or premium, if any) or interest (including Additional Sums and Additional Amounts, if any) on the Subsidiary Guarantee Securities or on account of such Subsidiary Guarantor (all such payments, the purchase or other than acquisition of Securities by the payment Company or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”)any Subsidiary, and to that end the holders of Senior Debt Indebtedness of the Company and such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment payment or distribution of any kind or character, whether in cash, property or securities, including any Subsidiary Guarantor Senior Subordinated Payment, which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee the Securities in any such Subsidiary Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment payment or distribution of assets of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, including any Subsidiary Guarantor Senior Subordinated Payment, before all Senior Debt Indebtedness of the Company and such Subsidiary Guarantor 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 such Senior Debt of such Subsidiary GuarantorIndebtedness, and if such fact shall, at or prior to the time of such Guarantee Paymentpayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company or such Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of the Company and such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness of the Company and such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of the Company and such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to any Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Debt of such Guarantor (including interest 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 not first be deemed to include a paid in full in cash before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or character is made on account of any other corporation provided Obligations of such Guarantor on its Guarantee, or for the acquisition of any of the Securities for cash or property or otherwise (except that Holders of the Securities may receive Permitted Junior Securities and payments made from the trust described in Article Eight). Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Guarantees or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such plan Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of reorganization the Guarantees or readjustment which stock or securities are subordinated in right by the Trustee under this Indenture if received by them, directly to the holders of payment to all then outstanding Guarantor Senior Debt of such Subsidiary Guarantor (pro rata to substantially such holders on the same extent as basis of the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation respective amounts of a Subsidiary such Guarantor withSenior Debt held by such holders) or their respective Representatives, or to the merger of a Subsidiary Guarantor into, another Person trustee or the liquidation or dissolution trustees under any indenture pursuant to which any of such Subsidiary Guarantor following Senior Debt may have been issued, as their respective interests may appear, for application to the conveyance 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 other disposition of all provision therefor to or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part holders of such consolidation, merger, conveyance or other disposition, comply with Guarantor Senior Debt (except that Holders of the conditions set forth Securities may receive Permitted Junior Securities and payments made from the trust described in Article Eight).

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

Payment Over of Proceeds Upon Dissolution, Etc. (a) In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, whether voluntary or (b) involuntary, or any liquidation, dissolution or other winding winding-up of any Subsidiary such Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any general assignment for the benefit of creditors or any other marshalling of assets and or liabilities of any Subsidiary Guarantorsuch Guarantor (except in connection with the merger or consolidation of such Guarantor or its liquidation or dissolution following the transfer of substantially all of its assets, then upon the terms and in any such event specified in conditions permitted under Article Five hereof) (aall of the foregoing referred to herein individually as a "Bankruptcy Proceeding" and collectively as "Bankruptcy Proceedings"), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor shall will be entitled to receive payment and satisfaction in full in cash of all amounts due or to become due on or in respect of all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to Guarantor before the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities Notes are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any other than a payment or distribution which may be payable or deliverable in the form of Permitted Junior Securities) by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (its Obligations on its Guarantee; and until all such payments, other than the payment or distribution of stock or securities of a Subsidiary Obligations with respect to all Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is Indebtedness are paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory Cash Equivalents, any distribution to which the Holders of the Notes would be entitled but for the subordination provisions will be made to the holders of Guarantor Senior Debt of Indebtedness as their interests may appear. Upon any such Subsidiary Guarantordissolution, and if such fact shallwinding-up, at or prior to the time of such Guarantee Paymentliquidation, have been made known to the Trustee orreorganization, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiverinsolvency, liquidating trusteereceivership or similar proceeding or assignment for the benefit of creditors or marshalling of assets, custodian, assignee, agent or other Person making any payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall not be deemed to include a paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution distribution, or by the Holders of stock the Notes or securities by the Trustee under this Indenture if received by them, directly to the holders of a Subsidiary Guarantor provided for Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by a plan of reorganization such holders) or readjustment authorized by an order their respective Representatives, or decree of a court of competent jurisdiction in a reorganization proceeding to the trustee or trustees under any applicable bankruptcy law or of indenture pursuant to which any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor Senior Indebtedness may 113 -105- have been issued, as their respective interests may appear, for application to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided payment of Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in this Article. The consolidation of a Subsidiary Guarantor withfull in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or the merger of a Subsidiary Guarantor into, another Person provision therefor to or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes holders of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor an Issuer or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantoran Issuer, 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 marshaling of assets and liabilities Any Securities Payments to which the Trustee or the Holders would be entitled but for the provisions of any Subsidiary Guarantorthis Article shall be paid by the liquidating trustee or agent or other Person making such Securities Payment, then and whether a trustee in any such event specified in (a)bankruptcy, (b) a receiver or (c) above (each such eventotherwise, if any, herein sometimes referred directly to as a “Guarantor Proceeding”) the holders of Senior Debt or their representative or representatives or to any trustee or agent under any indenture or other agreement evidencing or governing any such Senior Debt, ratably according to the aggregate amounts remaining unpaid on account of such Subsidiary Guarantor shall be entitled the Senior Debt held or represented by each of them, to receive the extent necessary to make payment in full of all amounts due or to become due on or in respect of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Subsidiary GuarantorSenior Debt. As used in this Article, the phrase "payment in full" (or provision any similar phrase), when used to refer to the payment of Senior Debt, shall be made for mean payment in full of the aggregate amount of such payment Senior Debt in cash or cash equivalents or otherwise in a any other manner satisfactory acceptable to the holders of such Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor ProceedingDebt. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Securities Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a any other manner satisfactory acceptable to the holders of such Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such HolderDebt, then and in such event such Guarantee Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor Issuer for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightDebt.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to distribution of assets of any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any kind or character, whether in cash, property or securities, to creditors in an Insolvency or Liquidation Proceeding relating to the Subsidiary GuarantorGuarantor or its property, whether voluntary or involuntary and whether involuntary, all Obligations due upon all Guarantor Senior Indebtedness shall first be paid in full in cash or not involving insolvency or bankruptcyCash Equivalents, or (c) any assignment such payment duly provided for to the benefit satisfaction of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Guarantor Senior Debt of such Indebtedness, by the Subsidiary Guarantor shall be entitled to receive payment in full or any of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorits Subsidiaries, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character is made on account of any Obligations on the Notes or the related Guarantee, or for the acquisition, by the Subsidiary Guarantor or any of its Subsidiaries, of any of the Notes or the related Guarantees for cash or property, except for Permitted Insolvency Payments. Upon any such Insolvency or Liquidation Proceeding, any payment or distribution of assets of the Subsidiary Guarantor of any kind or character, whether in cash, property or securities (including any payment or distribution other than Permitted Insolvency Payments), to which may be payable or deliverable by reason the Holders of the payment of any other indebtedness of such Notes or the Trustee would be entitled shall be paid by the Subsidiary Guarantor subordinated to the payment of the Securitiesor by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”)distribution, on account or by the Holders of the Subsidiary Guarantee of such Subsidiary Guarantor (all such paymentsNotes or by the Trustee if received by them, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred directly to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the amounts of Guarantor Senior Indebtedness held by such Subsidiary Guarantor shall be entitled to receiveholders) or their Representatives, as their interests may appear, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any the Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is Indebtedness has been paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative relating to any Subsidiary Note Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of any Subsidiary such Note Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyinvoluntary, or (c) any assignment for the benefit of creditors or any other marshalling of assets and or liabilities of any Subsidiary such Note Guarantor, then and in any such event specified in event: (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”1) the holders of all Guarantor Senior Debt Indebtedness of such Subsidiary Note Guarantor shall be entitled to receive payment in full in cash or cash equivalents, or provision acceptable to the requisite holders of Guarantor Senior Indebtedness of such Note Guarantor made for such payment, of all amounts due or to become due on or in respect of all such Guarantor Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, Indebtedness before the Holders of the Securities are entitled to receive any payment or distribution, whether in cash, property or securities (excluding Permitted Junior Securities) on account of the Senior Subordinated Note Obligations or for the acquisition of any of the Notes; and (2) any payment or distribution of assets of such Note Guarantor of any kind or character, whether in cash, property or securities (including excluding Permitted Junior Securities), by set-off or otherwise, to which the Holders or the Trustee would be entitled but for the subordination provisions of this Article Ten shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Guarantor Senior Indebtedness of such Note Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full in cash or cash equivalents of all such Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this SectionSection 10.05, the Trustee or the Holder of any Security Note shall have received any payment or distribution of assets of such Note Guarantor of any kind or character, whether in cash, property or securities, in respect of any Senior Subordinated Note Obligations under this Note Guarantee Payment before all Guarantor Senior Debt Indebtedness of such Subsidiary Note Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holderpayment thereof provided for, then and in such event such Guarantee Payment payment or distribution (excluding Permitted Junior Securities) shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Note Guarantor for application to the payment of all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor Senior Indebtedness in fullfull in cash or cash equivalents, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleIndebtedness. The consolidation of a Subsidiary any such Note Guarantor with, or the merger of a Subsidiary such Note Guarantor with or into, another Person or the liquidation or dissolution of such Subsidiary Note Guarantor following the conveyance conveyance, transfer or other disposition of all or substantially all lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Note Guarantor Proceeding for the purposes of this Section Article if the Person formed by such consolidation or into which the surviving entity of such Subsidiary Guarantor is merged merger or the Person which acquires by conveyance conveyance, transfer or transfer lease such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or other dispositionlease, comply with assume the conditions set forth in Article EightNote Guarantee of such Note Guarantor.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding Guarantor's assets in connection therewithwith any dissolution, relative to any Subsidiary Guarantor winding-up, liquidation or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up reorganization of any Subsidiary the Guarantor, whether voluntary or involuntary and whether or not involving involuntary, in bankruptcy, insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above receivership proceedings (each such event, if any, herein sometimes referred to as a “"Proceeding"), or upon an assignment for the benefit of creditors or otherwise: (i) all Guarantor Proceeding”) the holders of Senior Debt (including without limitation all interest accruing on or after the filing of any petition in bankruptcy relating to the Guarantor at the relevant contractual rate, whether or not such Subsidiary Guarantor shall claim for post-petition interest is allowed in such Proceeding) must be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payments or distributions of any kind or character on account of any Guarantee Payments pursuant to this Guarantee Agreement, and (ii) any payment or distribution of the Guarantor's assets of any kind or character, whether in cash, property securities or securities other property, which would otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, but for application to the payment thereof, any Guarantee Payment which may these subordination provisions) be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary the Guarantee in any Payments shall be paid or delivered directly to the holders of such Guarantor ProceedingSenior Debt (or their representative or trustee) in accordance with the priorities then existing among such holders until all Guarantor Senior Debt shall have been paid in full in cash before any payment or distribution is made to the Holders. In the event that, notwithstanding the foregoing subordination provisions of this Sectionset forth herein, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any kind or character is made at a time when the respective payment is not permitted to be made as a result of the subordination provisions described above and before all Guarantor for application to the payment of all Senior Debt of is paid in full in cash, the Guarantee Trustee or the Holders receiving such Subsidiary Guarantor remaining unpaid, to the extent necessary payment will be required to pay all Senior Debt of over such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleDebt. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 of the Indenture shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person which acquires by conveyance or transfer sale such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the conditions set forth in Article Eight8.

Payment Over of Proceeds Upon Dissolution, Etc. of the Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization arrangement, reorganization, debt restructuring or other similar case or proceeding in connection therewithwith any insolvency or bankruptcy proceeding, relative to any Subsidiary the Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary the 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 and liabilities of any Subsidiary the Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Guarantor Senior Debt of such Subsidiary GuarantorDebt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Senior Debt of such Subsidiary GuarantorDebt, before the Holders of the Guaranteed Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Debt of such Subsidiary the Guarantor subordinated to the payment of the SecuritiesGuarantee, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), pursuant to the Guarantee of the Guarantor on account of principal of (or premium, if any) or interest on the Guaranteed Securities or on account of the purchase or other acquisition of Guaranteed Securities by the Guarantor or any Subsidiary Guarantee of such Subsidiary the Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment payment or distribution of any kind or character, whether in cash, property or securities, including any Guarantor Junior Subordinated Payment, which may be payable or deliverable pursuant to the Guarantee of the Guarantor in respect of such Subsidiary Guarantor’s Subsidiary Guarantee the Guaranteed Securities in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Guaranteed Security shall have received on account of the Guaranteed Securities or the Guarantee of the Guarantor any Guarantee Payment payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, including any Guarantor Junior Subordinated Payment, before all Guarantor Senior Debt of such Subsidiary Guarantor 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 of such Subsidiary GuarantorDebt, and if such fact shall, at or prior to the time of such Guarantee Paymentpayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered deliv ered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary the Guarantor for application to the payment of all Guarantor Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Guarantor Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt Debt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Guaranteed Securities or the Guarantees, or any taxes that ought to have been withheld or deducted from any such Subsidiary Guarantorpayment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Guaranteed Security receives for purposes of this Section. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution shares of stock of the Guarantor as reorganized or readjusted, or securities of a Subsidiary the Guarantor or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Guarantor Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are Guarantee is so subordinated as provided in this Article. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms 11 and conditions set forth in Article Eight Section 1606 shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person which acquires by conveyance or transfer sale such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the conditions set forth in Article EightSection 1606.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any a Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any a Subsidiary 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 marshaling of assets and liabilities of any a Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Subsidiary Guarantor Proceeding”") the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt Indebtedness of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, Guarantor before the Holders of the Securities of any series as to which such Subsidiary Guarantor has given a Subsidiary Guarantee are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities securities, on account of such Subsidiary Guarantee of such Subsidiary Guarantor (all such payments and distributions herein referred to, individually and collectively, as a "Subsidiary Guarantor Payment"), and to that end the holders of Senior Indebtedness of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Subsidiary Guarantor Payment, including any payment or distribution Subsidiary Guarantor Payment which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor being subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of payments under the Subsidiary Guarantee of such Subsidiary Guarantor (all such paymentsGuarantees, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Subsidiary Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Subsidiary Guarantor Payment before all Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Subsidiary Guarantor Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Subsidiary Guarantor Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary the Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary the 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 marshaling of assets and liabilities of any Subsidiary the Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary 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 Debt of such Subsidiary GuarantorIndebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorpayment, before the Holders of the Securities are entitled to receive any payment under the Guarantees. Any payment or distribution under the Guarantees, whether in cash, property or securities, which would otherwise (but for these provisions) be payable or deliverable in respect of the Guarantees shall be paid and delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full. Upon the occurrence of any of the events described in clauses (a), (b) or (c) of the immediately preceding paragraph, in the event that notwithstanding the foregoing provisions of this Section the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securitiessecurities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor Indebtedness is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorfor, and if such fact shall, at or prior to the time of such Guarantee Paymentpayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary the Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor Indebtedness remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleIndebtedness. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition of all or substantially all transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Nine shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the respective conditions set forth in Article EightNine.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to distribution of assets of any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any kind or character, whether in cash, property or securities, to creditors in an Insolvency or Liquidation Proceeding relating to the Subsidiary GuarantorGuarantor or its property, whether voluntary or involuntary and whether involuntary, all Obligations due upon all Guarantor Senior Indebtedness shall first be paid in full in cash or not involving insolvency or bankruptcyCash Equivalents, or (c) any assignment such payment duly provided for to the benefit satisfaction of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Guarantor Senior Debt of such Indebtedness, by the Subsidiary Guarantor shall be entitled to receive payment in full or any of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorits Subsidiaries, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for the acquisition, by the Subsidiary Guarantor or any of its Subsidiaries, of any of the Notes for cash or property, except for Permitted Insolvency Payments. Upon any such Insolvency or Liquidation Proceeding, any payment or distribution of assets of the Subsidiary Guarantor of any kind or character, whether in cash, property or securities (including any payment or distribution other than Permitted Insolvency Payments), to which may be payable or deliverable by reason the Holders of the payment of any other indebtedness of such Notes or the Trustee would be entitled shall be paid by the Subsidiary Guarantor subordinated to the payment of the Securitiesor by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”)distribution, on account or by the Holders of the Subsidiary Guarantee of such Subsidiary Guarantor (all such paymentsNotes or by the Trustee if received by them, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred directly to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the amounts of Guarantor Senior Indebtedness held by such Subsidiary Guarantor shall be entitled to receiveholders) or their Representatives, as their interests may appear, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any the Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is Indebtedness has been paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency payment or bankruptcy case or proceeding, distribution of assets of the Company or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative Subsidiary Debentures Guarantor to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) creditors upon any liquidation, dissolution or other winding up of any Subsidiary Guarantordissolution, whether voluntary or involuntary and whether or not involving insolvency or bankruptcywinding-up, or (c) any reorganization, assignment for the benefit of creditors creditors, marshaling of assets or any other marshalling bankruptcy, insolvency or similar proceedings of the Company or any Subsidiary Debentures Guarantor (the Company or such Subsidiary Debentures Guarantor being the "Affected Obligor"), then (except (x) in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety, upon the terms and liabilities conditions described in Article Eight or (y) in connection with the consolidation or merger of a Subsidiary Debentures Guarantor, or its liquidation or dissolution, not in violation of any Subsidiary Guarantor, then and in any such event specified in (a), (bprovision of this Exchange Indenture) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor "Proceeding”"), (i) if the Affected Obligor is the Company, the holders of Senior Debt of such Subsidiary Guarantor and Senior Subordinated Debt shall first be entitled to receive payment in full full, in cash or cash equivalents, of all amounts due or to become due on or in respect of all such Senior Debt and Senior Subordinated Debt before the Holders of the Exchange Debentures are entitled to receive any payment of principal of (or premium, if any) or interest on the Exchange Debentures or on account of the purchase or redemption or other acquisition of Exchange Debentures by the Company or any Subsidiary of the Company and (ii) if the 129 118 Affected Obligor is a Subsidiary Debentures Guarantor, the holders of Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt of such Subsidiary GuarantorDebentures Guarantor shall first be entitled to receive payment in full, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders equivalents, of principal of (and premium, if any) and interest on such Subsidiary Guarantor Senior Debt of such and Subsidiary GuarantorGuarantor Senior Subordinated Debt, before the Holders of the Securities Exchange Debentures are entitled to receive any payment pursuant to the Subsidiary Debentures Guarantee of such Subsidiary Debentures Guarantor (any payment on or purchase, redemption or acquisition of the Exchange Debentures, referred to in clause (i), and any payment on a Subsidiary Debentures Guarantee, referred to in clause (ii), being, individually and collectively, an "Exchange Debentures Payment"), and, to that end, if the Affected Obligor is the Company, the holders of Senior Debt and Senior Subordinated Debt and, if the Affected Obligor is a Subsidiary Debentures Guarantor, the holders of Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt of such Subsidiary Debentures Guarantor (such Senior Debt and Senior Subordinated Debt or Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt, as the case may be, being "Affected Obligor Senior Debt" of such Affected Obligor) shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee the Exchange Debentures in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 1402, the Debentures Trustee or the Holder of any Security Exchange Debenture shall have received any Guarantee Payment payment or distribution of assets of an Affected Obligor of any kind or character, whether in cash, property or securities, before all Affected Obligor Senior Debt of such Subsidiary Guarantor is paid in full full, then such payment or payment thereof provided distribution, except for amounts subject to the claim granted to the Debentures Trustee in cash or cash equivalents or otherwise Section 607 hereof, shall be held in a manner satisfactory to trust for the holders of Affected Obligor Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of such Subsidiary Guarantor the Affected Obligor for application to the payment of all Affected Obligor Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Affected Obligor Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of the Affected Obligor Senior Debt of such Subsidiary GuarantorDebt. For purposes of this Article Fourteen only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock equity or subordinated securities of a Subsidiary Guarantor the Affected Obligor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities that, in the case of subordinated securities, are subordinated in right of payment to all then outstanding Affected Obligor Senior Debt of such Subsidiary Guarantor to substantially at least the same extent as the Exchange Debentures or Subsidiary Guarantees Debentures Guarantees, as the case may be, are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightFourteen.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 marshaling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in clause (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”"GUARANTOR PROCEEDING") or a Proceeding (as hereinafter defined) with respect to the Company until the holders of Guarantor Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment Obligations have received and retained Payment in full Full of all amounts due or to become due Guarantor Senior Obligations and Senior Obligations (including any interest accruing on or in respect after the filing of all Senior Debt of any Guarantor Proceeding relating to such Subsidiary Guarantor, whether or provision shall be made for not allowed in such payment in cash Guarantor Proceeding and any interest accruing on or cash equivalents or otherwise in a manner satisfactory after the filing of any Proceeding relating to the holders of Senior Debt of Company, whether or not al- lowed in such Subsidiary GuarantorProceeding), before the Holders of the Securities are Noteholders shall not be entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”)securities, on account of any Obligations in respect of the Subsidiary Guarantee of such Subsidiary Guarantor or on account of any purchase or other acquisition of Notes (including any repurchase of any Notes made or required to be made in connection with a Change of Control Offer, an Excess Proceeds Offer or otherwise) by the Company, any Subsidiary Guarantor or any Subsidiary of a Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraphdistributions, purchases, repurchases and acquisitions herein referred to, individually and collectively, as a “Guarantee Payment”"GUARANTEE PAYMENT"), and to that end each Administrative Agent on behalf of the holders of Guarantor Senior Debt of such Subsidiary Guarantor Obligations, as their interests may appear, shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of any obligations of such Subsidiary Guarantor’s Guarantor under its Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 10.6, the Trustee or the Holder of any Security Noteholder shall have received any Guarantee Payment before all Guarantor Senior Debt of such Subsidiary Guarantor is paid Obligations or Senior Obligations are Paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such HolderFull, then and in such event (i) such Guarantee Payment shall be paid over or delivered forthwith to the Administrative Agents, or if otherwise required by applicable law, to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent bankruptcy or other Person making payment or distribution of assets of such Subsidiary Guarantor the Company, in each case for the application to the payment Payment in Full of all Guarantor Senior Debt Obligations remaining unpaid and, after Payment in Full of such Subsidiary Guarantor Senior Obligations, to the Payment in Full of all other Senior Obligations remaining unpaid, to the extent necessary to pay Pay in Full all such Senior Debt of such Subsidiary Guarantor in fullObligations, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Obligations, and (ii) until so turned over, the same shall be held in trust by such Noteholder as the property of such Subsidiary Guarantorthe Administrative Agents and the holders of the Guarantor Senior Obligations. For purposes of this Article Section 10 only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or other securities or Indebtedness of a any Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities or Indebtedness are subordinated in right of payment to all then outstanding Guarantor Senior Debt of such Subsidiary Guarantor Obligations and the Senior Obligations to substantially the same extent as as, or to a greater extent than, the Subsidiary Guarantees of the Subsidiary Guarantors are so subordinated as provided in this ArticleSection 10. The consolidation of a any Subsidiary Guarantor Guarantor. with, or the merger of a any Subsidiary Guarantor into, another Person or the liquidation or dissolution of such any Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight Section 10.3 shall not be deemed a Guarantor Proceeding for the purposes of this Section 10.6 if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article EightSection 10.3.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to securities of any Subsidiary Guarantor of any kind or to its creditorscharacter, as suchwhether in cash, property or to its assetssecurities, or (b) upon any liquidation, dissolution or other winding up or total liquidation or reorganization of any such Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or in bankruptcy, insolvency, receivership or other proceedings (c) excluding any assignment for the benefit payment or distribution of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (aPermitted Junior Securities), (b) or (c) above (each such event, if any, herein sometimes referred to as a “all Guarantor Proceeding”) the holders of Senior Debt Indebtedness of such Subsidiary 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 in full of all amounts due or to become due on or by such Subsidiary Guarantor in respect of all Senior Debt of the Subsidiary Guarantees, or any payment by such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory Guarantor to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders acquire any of the Securities are entitled to receive for cash, property or securities, or any distribution by such Subsidiary Guarantor in respect of the Subsidiary Guarantees 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 Subsidiary Guarantor in respect of the Subsidiary Guarantees 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 (including excluding any payment or distribution of Permitted Junior Securities), to which may the Holders or the Trustee on their behalf would be payable or deliverable entitled, but for the subordination provisions of this Indenture, shall be made by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securitiesor by any receiver, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating liquidation trustee, custodian, assignee, agent or other Person making such payment or distribution distribution, directly to the holders of assets Guarantor Senior Indebtedness of such Subsidiary Guarantor for application (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 payment of all Senior Debt trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Subsidiary Guarantor remaining unpaidSenior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness in full, full in cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightIndebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of assets or securities of any Subsidiary Guarantor of any kind or character, whether in cash, property or securities (including excluding any payment or distribution which may be payable of Permitted Junior Securities and excluding Defeasance Trust Payments), upon any dissolution or deliverable by reason of the payment of any other indebtedness 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 subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt Indebtedness of such Subsidiary Guarantor 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, for application to the receive any payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee distribution by or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt on behalf of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory with respect to the holders of Senior Debt principal of, premium, if any, or interest on, or other Obligations with respect to, the Securities pursuant to such Subsidiary Guarantor's Guaranty, or any payment or distribution by or on behalf of such Subsidiary GuarantorGuarantor to acquire any of the Securities or related Obligations for cash, and if property or securities, or any payment or distribution by or on behalf of such fact shall, at or prior Subsidiary Guarantor with respect to the time Securities of such Guarantee Paymentany cash, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over property or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment or distribution may be made by, or on behalf of, any Subsidiary Guarantor with respect to the principal of, premium, if any, or interest on, or other Obligations with respect to the Securities upon any such dissolution or winding-up or total liquidation or reorganization or in bankruptcy, insolvency, receivership or other proceedings, any payment in or distribution of assets or securities of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a securities (excluding any payment or distribution of stock Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Securities or securities the Trustee on their behalf would be entitled, but for the subordination provisions of a this Indenture, shall be made by such Subsidiary Guarantor provided for or by a plan any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding the Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor (pro rata to substantially such holders on the same extent as basis of the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution respective amounts of such Subsidiary Guarantor following Senior Indebtedness held by such holders) or their representatives or to the conveyance trustee or other disposition 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 substantially all of its assets concurrent payment, distribution or provision therefor to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding or for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part holders of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightGuarantor Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a ““ Guarantor ProceedingProceeding ”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a ““ Guarantor Junior Subordinated PaymentPayment ”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a ““ Guarantee PaymentPayment ”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon ----------------------------------------------- any insolvency or bankruptcy case or proceeding, or any receivershipinsolvency, liquidation, bankruptcy, reorganization or other similar case or proceeding in connection therewith, relative relating to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary the Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcyinvoluntary, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantorall principal, then and in any such event specified in (a), (b) or (c) above (each such eventpremium, if any, herein sometimes referred to as a “and interest, if any, due upon all Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor Indebtedness shall first be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantorfull, or provision shall be made for such payment payment, in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantorequivalents, before the Holders or the Trustee on behalf of the Securities are Holders shall be entitled to receive any payment by the Guarantor pursuant to the Guaranty. Before any payment may be made by, or distribution of on behalf of, the Guarantor pursuant to the Guaranty upon any kind insolvency, liquidation, bankruptcy, reorganization or charactersimilar proceeding relating to the Guarantor, whether in cash, property voluntary or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereofinvoluntary, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such Subsidiary the Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Thirteen, shall not be deemed to include a made by the Guarantor or by any administrator, receiver, liquidator, custodian, trustee, other similar officer of the Guarantor or other similar person making such payment or distribution distribution, or by the Holders or the Trustee if received by them or it, directly to the holders of stock or securities Guarantor Senior Indebtedness (pro rata to such --- ---- holders on the basis of a Subsidiary the respective amounts of Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for Senior Indebtedness held by such plan of reorganization holders) or readjustment which stock their Representatives, to the extent necessary to pay all such Guarantor Senior Indebtedness in full, in cash or securities are subordinated in right of payment cash equivalents after giving effect to all then outstanding Senior Debt any concurrent payment, distribution or provision therefor to or for the holders of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding Guarantor's assets in connection therewithwith any dissolution, relative to any Subsidiary Guarantor winding-up, liquidation or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up reorganization of any Subsidiary the Guarantor, whether voluntary or involuntary and whether or not involving involuntary, in bankruptcy, insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above receivership proceedings (each such event, if any, herein sometimes referred to as a “"Proceeding"), or upon an assignment for the benefit of creditors or otherwise: (i) all Guarantor Proceeding”) the holders of Senior Debt (including without limitation all interest accruing on or after the filing of any petition in bankruptcy relating to the Guarantor at the relevant contractual rate, whether or not such Subsidiary Guarantor shall claim for post-petition interest is allowed in such Proceeding) must be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payments or distributions of any kind or character on account of any Guarantee Payments pursuant to this Guarantee Agreement, and (ii) any payment or distribution of the Guarantor's assets of any kind or character, whether in cash, property securities or securities other property, which would otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, but for application to the payment thereof, any Guarantee Payment which may these subordination provisions) be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary the Guarantee in any Payments shall be paid or delivered directly to the holders of such Guarantor ProceedingSenior Debt (or their representative or trustee) in accordance with the priorities then existing among such holders until all Guarantor Senior Debt shall have been paid in full in cash before any payment or distribution is made to the Holders. In the event that, notwithstanding the foregoing subordination provisions of this Sectionset forth herein, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any kind or character is made at a time when the respective payment is not permitted to be made as a result of the subordination provisions described above and before all Guarantor for application to the payment of all Senior Debt of is paid in full in cash, the Guarantee Trustee or the Holders receiving such Subsidiary Guarantor remaining unpaid, to the extent necessary payment will be required to pay all Senior Debt of over such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleDebt. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII of the Indenture shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person which acquires by conveyance or transfer sale such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the conditions set forth in Article Eight8.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any payment by the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary New Devon Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 distribution of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution New Devon Guarantor of any kind or character, whether in cash, property or securities (including securities, to creditors upon any payment dissolution or distribution which may be payable winding-up or deliverable by reason liquidation or reorganization of the payment of any New Devon Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other indebtedness of such Subsidiary proceedings, all amounts due upon all Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor Indebtedness shall first be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full full, or payment thereof provided for in cash money in accordance with its terms, before any payment is made by the New Devon Guarantor on the Guarantor Obligations; and upon any such dissolution or cash equivalents winding-up or otherwise in a manner satisfactory to liquidation or reorganization, any payment by the holders of Senior Debt of such Subsidiary New Devon Guarantor, and if such fact shallor distribution of assets of the New Devon Guarantor of any kind or character, at whether in cash, property or prior securities, to which the time Holders of such Guarantee Payment, have been made known to the Convertible Debentures or the Trustee orwould be entitled to receive from the New Devon Guarantor, as except for the case may beprovisions of this Article, such Holder, then and in such event such Guarantee Payment shall be paid over by the New Devon Guarantor or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating liquidation trustee, custodian, assignee, agent or other Person making such payment or distribution distribution, or by the Holders of assets of such Subsidiary Guarantor for application the Convertible Debentures or by the Trustee under the Indenture if received by them or it, directly to the payment holders of all Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by such Subsidiary holders, as calculated by the New Devon Guarantor) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Guarantor remaining unpaidSenior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Guarantor Senior Debt of such Subsidiary Guarantor. For purposes of this Article onlyIndebtedness, the words “before any payment or distribution is made to the Holders of the Convertible Debentures or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the New Devon Guarantor of any kind or character, whether in cash, property or securities” , prohibited by the foregoing, shall be received by the Trustee before all Guarantor Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Guarantor Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the New Devon Guarantor, for application to the payment of all Guarantor Senior Indebtedness, as the case may be, remaining unpaid to the extent necessary to pay such Guarantor Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Guarantor Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include a payment or distribution shares of stock of the New Devon Guarantor as reorganized or readjusted, or securities of a Subsidiary the New Devon Guarantor or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then Guarantor Senior Indebtedness which may at the time be outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as as, or to a greater extent than, the Subsidiary Guarantees are New Devon Guaranty is so subordinated as provided in this Article. The consolidation of a Subsidiary the New Devon Guarantor with, or the merger of a Subsidiary the New Devon Guarantor into, another Person or the liquidation or dissolution of such Subsidiary the New Devon Guarantor following the conveyance or other disposition of all or substantially all transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight XVII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the New Devon Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the New Devon Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions condition set forth in Article EightXVII.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 marshalling of assets of such Guarantor, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to any Guarantor or its property, whether voluntary or involuntary, all Obligations (including interest accruing after the commencement date of any such proceeding whether or not allowable as a claim in any such proceeding) due or to become due upon all Guarantor Senior Debt shall not first be deemed to include a paid in full in cash or Cash Equivalents before any payment or distribution of stock any kind or securities character is made on account of a Subsidiary any Obligations on the Notes any of the Obligations of such Guarantor provided on its Guarantee, or for the acquisition of any of the Notes for cash or property or otherwise (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust described under Article Eight); 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 to the holders of Guarantor Senior Debt as their interests may appear (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust described under Article Eight). Upon any such dissolution, winding-up, liquidation, reorganization, bankruptcy, insolvency, receivership or similar proceeding or assignment for the benefit of creditors or marshalling of assets, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by a plan such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of reorganization the Notes or readjustment authorized by an order 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 decree of a court of competent jurisdiction in a reorganization proceeding their respective Representatives, or to the trustee or trustees under any applicable bankruptcy law or indenture pursuant to which any of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding 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 Subsidiary Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor withany concurrent payment, distribution or the merger of a Subsidiary Guarantor into, another Person provision therefor to or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes holders of this Section if Guarantor Senior Debt (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in trust described under Article Eight).

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness of such Guarantor shall not first be deemed paid in full in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of such Guarantor Senior Indebtedness, before any payment or distribution of stock any kind or securities character is made on account of a Subsidiary any Obligations on the Guarantee of such Guarantor. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of any Guarantor provided of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by a plan 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 reorganization 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 readjustment authorized by an order their respective Representatives, or decree of a court of competent jurisdiction in a reorganization proceeding to the trustee or trustees under any applicable bankruptcy law or of indenture pursuant to which any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution payment of such Subsidiary Guarantor following the conveyance Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or other disposition of all Cash Equivalents after giving effect to any concurrent payment, distribution or substantially all of its assets provision therefor to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding or for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part holders of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightGuarantor Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt Indebtedness of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “"Guarantee Payment”"), and to that end the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s 's Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such Subsidiary Guarantor. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt Indebtedness of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 marshalling of assets of the Subsidiary Guarantor, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Subsidiary Guarantor or its property, whether voluntary or involuntary, all obligations with respect to all Guarantor Senior Debt shall not first be deemed to include a paid in full, in cash or cash equivalents, before any payment or distribution of stock any kind or securities character is made on account of a any obligations on the Securities or any of the obligations of the Subsidiary Guarantor provided on its Guarantee, or for the acquisition of any of the Securities 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 Securities would be entitled but for the subordination provisions hereof will be made to the holders of Guarantor Senior Debt as their interests may appear. Upon any such dissolution, winding- up, liquidation, reorganization, bankruptcy, insolvency, receivership or similar proceeding or assignment for the benefit of creditors or marshalling of assets, any payment or distribution of assets of the Subsidiary Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by a plan the Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of reorganization the Securities or readjustment authorized by an order the Trustee under this Indenture if received by it, 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 decree of a court of competent jurisdiction in a reorganization proceeding their respective Representatives, or to the trustee or trustees under any applicable bankruptcy law or indenture pursuant to which any of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding 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 Subsidiary Guarantor Senior Debt has been paid in full in cash or cash equivalents after giving effect to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor withany concurrent payment, distribution or the merger of a Subsidiary Guarantor into, another Person provision therefor to or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes holders of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. In If an Indenture Event of Default has occurred and is continuing, upon any payment by the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 distribution of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution Guarantor of any kind or character, whether in cash, property or securities (including securities, to creditors upon any payment dissolution or distribution which may be payable winding-up or deliverable by reason liquidation or reorganization of the payment of any Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securitiesproceedings, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary all amounts due upon all Preferred Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor Payments shall first be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full full, or payment thereof provided for in cash money in accordance with the terms of the Preferred Securities Guarantee Agreement, before any payment is made by the Guarantor on account of any Guarantee Payments under this Common Securities Guarantee Agreement; and upon any such dissolution or cash equivalents winding-up or otherwise in a manner satisfactory to liquidation or reorganization, any payment by the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Common Securities or the Common Guarantee Trustee would be entitled to receive from the Guarantor, except for the provisions of this Article, shall be paid by the Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other person making such Subsidiary Guarantor for application payment or distribution, or by the Holders of the Common Securities or by the Common Guarantee Trustee under this Common Securities Guarantee Agreement, if received by them or it, directly to the payment holders of all Senior Debt the Preferred Securities (pro rata to such holders on the basis of the respective amounts of Preferred Securities held by such Subsidiary Guarantor remaining unpaidholders, as calculated by the trustee or trustees under the Preferred Securities Guarantee Agreement) or their representative or representatives, or to the trustee or trustees under the Preferred Securities Guarantee Agreement, as their respective interests may appear, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor Preferred Guarantee Payments in full, in money or moneys worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article onlyPreferred Securities, the words “before any payment or distribution is made to the Holders of the Common Securities or to the Common Guarantee Trustee hereunder. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities” , prohibited by the foregoing, shall be received by the Common Guarantee Trustee or the Holders of the Common Securities before all Preferred Guarantee Payments are paid in full, or provision is made for such payment in money in accordance with the applicable terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of the Preferred Securities or their representative or representatives, or to the trustee or trustees under the Preferred Securities Guarantee Agreement, as their respective interests may appear, as calculated by such trustee or trustees, for application to the payment of all Preferred Guarantee Payments remaining unpaid to the extent necessary to pay such Preferred Guarantee Payments in full in money in accordance with the applicable terms of the Preferred Securities Guarantee Agreement, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Preferred Securities. For purposes of this Article only, the words cash, property or securities shall not be deemed to include a payment or distribution shares of stock of the Guarantor as reorganized or readjusted, or securities of a Subsidiary the Guarantor or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then Preferred Guarantee Payments which may at the time be outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as as, or to a greater extent than, the Subsidiary Guarantees Common Securities are so subordinated as provided in this Article. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person entity or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition of all or substantially all transfer of its properties and assets substantially as an entirety to another Person entity upon the terms and conditions set forth in [Article Eight IX] of the Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Guarantor Proceeding for the purposes of this Section if the Person entity formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person entity which acquires by conveyance or transfer such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in [Article EightIX] of the Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “"Guarantee Payment”"), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s 's Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other 71 corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceedingtion, or any receivershipwinding-up, liquidationreorganization, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary GuarantorGuarantor or in a bankruptcy, then and in reorganization, insolvency, receivership or other similar proceeding relating to any such event specified in (a)Guarantor or its property, (b) whether voluntary or (c) above (each such eventinvoluntary, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts Obligations due or to become due on or upon all Guarantor Senior Indebtedness shall first be paid in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment full in cash or cash equivalents Cash Equivalents, or otherwise in a manner satisfactory such payment duly provided for to the satisfaction of the holders of the Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), character is made on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities any Obligations of a Subsidiary Guarantor referred to in on the second succeeding paragraphGuarantees, herein referred toor for the acquisition of any of the Securities for cash or property or otherwise. Upon any such dissolution, individually and collectivelywinding-up, as a “Guarantee Payment”)liquidation, and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receivereorganization, for application to the payment thereofreceivership or similar proceeding, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event thatpayment, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders of the Guarantees or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall not be deemed to include a paid by the Guarantors or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution distribution, or by the Holders of stock the Guarantees or securities by the Trustee under this Indenture if received by them, directly to the holders of a Subsidiary Guarantor provided for Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness held by a plan of reorganization such holders) or readjustment authorized by an order their respective Representatives, or decree of a court of competent jurisdiction in a reorganization proceeding to the trustee or trustees under any applicable bankruptcy law or of indenture pursuant to which any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided payment of Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in this Article. The consolidation of a Subsidiary Guarantor withfull in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or the merger of a Subsidiary Guarantor into, another Person provision therefor to or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes holders of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Indebtedness.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Debt shall not first be deemed to include a paid in full in cash or Cash Equivalents, before any payment or distribution of stock any kind or securities character is made on account of a Subsidiary any Guaranteed 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 such Guarantor provided of any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by a plan 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 reorganization Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or readjustment authorized by an order their respective Representatives, or decree of a court of competent jurisdiction in a reorganization proceeding to the trustee or trustees under any applicable bankruptcy law or indenture pursuant to which any of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding 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 Subsidiary Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor withany concurrent payment, distribution or the merger of a Subsidiary Guarantor into, another Person provision therefor to or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes holders of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Debt.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such any Subsidiary Guarantor for application to the payment or any of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution its Subsidiaries 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 such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Subsidiary Guarantor or any of its Subsidiaries or any of their property, whether voluntary or involuntary, all Obligations due or to become due upon all of such Subsidiary Guarantor's Senior Indebtedness shall not first be deemed paid in full in cash, or such payment duly provided for to include a the satisfaction of the holders of such Subsidiary Guarantor's Senior Indebtedness, before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or character is made on account of any other corporation provided Obligations with respect to the Subsidiary Guarantee of such Subsidiary Guarantor, or for by the acquisition of such plan Subsidiary Guarantee for cash or property or otherwise. Upon any such total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of reorganization creditors or readjustment which stock or securities are subordinated in right marshaling of payment to all then outstanding Senior Debt assets of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided or in this Article. The consolidation a bankruptcy, reorganization, insolvency, receivership or other similar proceeding, any payment or distribution of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution assets of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all any of its assets Subsidiaries of any kind or character, whether in cash, property or securities, to another Person upon which the terms and conditions set forth in Article Eight shall not Holders of the Notes or the Trustee under this Indenture would be deemed a Guarantor Proceeding entitled, except for the purposes of this Section if the Person formed provisions hereof, shall be paid by such consolidation or into which such Subsidiary Guarantor is merged or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Person Holders or by the Trustee under this Indenture if received by them, directly to the holders of such Subsidiary Guarantor's Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Subsidiary Guarantor's Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which acquires by conveyance or transfer any of such assetsSubsidiary Guarantor's Senior Indebtedness may have been issued, as their respective interests may appear, for application to the case may be, shall, as a part payment of such consolidationSubsidiary Guarantor's Senior Indebtedness remaining unpaid until all such Subsidiary Guarantor's Senior Indebtedness has been paid in full in cash after giving effect to any concurrent payment, merger, conveyance distribution or other disposition, comply with provision therefor to or for the conditions set forth in Article Eightholders of such Subsidiary Guarantor's Senior Indebtedness.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary any Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 such Guarantor, or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to any Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Debt shall not first be deemed paid in full, in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of Guarantor Senior Debt, before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or character is made on account of any other corporation provided Obligations on the Notes or any of the Obligations of such Guarantor on its Guarantee, or for by the acquisition of any of the Notes for cash or property or otherwise; and until all such plan of reorganization or readjustment which stock or securities are subordinated in right of payment Obligations with respect to all then outstanding Guarantor Senior Debt are paid in full in cash or Cash Equiva- xxxxx, any distribution to which the Holders would be entitled but for the subordination provisions will be made to the holders of such Subsidiary Guarantor Senior Debt as their interests may appear (except that Holders shall receive Securities of the Guarantor that are unsecured and subordinated at least to substantially the same extent as the Subsidiary Guarantees are so subordinated Notes to Guarantor Senior Debt as provided in this Article. The consolidation 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 a Subsidiary the same class of claims as the Guarantor Senior Debt or any class of claims PARI PASSU with, or senior to, the merger Guarantor Senior Debt for any payment or distribution). Upon any such dissolution, winding-up, liquidation, reorganization, bankruptcy, insolvency, receivership or similar proceeding or assignment for the benefit of a Subsidiary creditors or marshaling of assets, any payment or distribution of assets of any Guarantor intoof any kind or character, another Person whether in cash, property or securities, to which the Holders or the liquidation Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such Guarantor or dissolution 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 of such Subsidiary Guarantor following (PRO RATA to such holders on the conveyance basis of the respective amounts of Guarantor Senior Debt held by such holders) or other disposition 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 substantially all of its assets Cash Equivalents after giving effect to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding any concurrent payment, distribution or provision therefor to or for the purposes holders of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Debt.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other 72 corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of any Intercompany Borrower in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assetsInsolvency Proceeding, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors in connection with, or in lieu of, an Insolvency Proceeding or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and such Intercompany Borrower in any such event specified in connection with an Insolvency Proceeding (a), (b) or (c) above (each such event, if any, an Intercompany Borrower distributing assets as set forth herein sometimes being referred to as a “Guarantor ProceedingDistributing Company”) ), the holders of Senior Debt of such Subsidiary Guarantor Administrative Agent shall be entitled to receive payment in full receive, for the benefit of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of the Senior Obligations (each, a “Senior Debt of such Subsidiary GuarantorHolder”), Payment in Full under the LC Credit Agreement before the Holders holder of the Securities are any Subordinated Indebtedness is entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of any Subordinated Indebtedness owed to it by the Subsidiary Guarantee of such Subsidiary Guarantor (all such paymentsDistributing Company, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraphand, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end end, the holders of Senior Debt of such Subsidiary Guarantor Administrative Agent shall be entitled to receive, for application to the payment thereofof the Senior Obligations in accordance with the LC Credit Agreement, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “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 Subordinated Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. If any Event of Default shall not have occurred and be deemed continuing, or such an Event of Default would result from or exist after giving effect to include a payment with respect to any portion of the Subordinated Indebtedness, so long as any of any Senior Obligations shall remain outstanding, no payment shall be made by any Company on account of principal or interest on any portion of the Subordinated Indebtedness. If, while any Subordinated Indebtedness is outstanding and before Payment in Full has occurred in accordance with the terms of the LC Credit Agreement, any Insolvency Proceeding shall occur and be continuing with respect to any Company or its property: (a) the Administrative Agent hereby is irrevocably authorized and empowered (in the name of the Company or otherwise), but shall have no obligation, to demand, sxx for, collect, and receive every payment or distribution in respect of stock the Subordinated Indebtedness and give acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subordinated Indebtedness) as it may deem necessary or securities advisable for the exercise or enforcement of a Subsidiary Guarantor provided for by a plan any of reorganization the rights or readjustment authorized by an order interests of the Administrative Agent (or decree of a court of competent jurisdiction in a reorganization proceeding any Senior Debt Holders) under any applicable bankruptcy law of the Loan Documents; and (b) each Company shall promptly take such action as the Administrative Agent may reasonably request (i) to collect the Subordinated Indebtedness for the account of the Senior Debt Holders and to file appropriate claims or proofs of claim in respect of the Subordinated Indebtedness, (ii) to execute and deliver to the Administrative Agent such powers of attorney, assignments, and other instruments as it may reasonably request to enable it to enforce any and all claims with respect to the Subordinated Indebtedness, and (iii) to collect and receive any and all any payments or distributions of any other corporation provided for by such plan kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSubordinated Indebtedness.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such any Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 marshalling of assets of such Subsidiary Guarantor, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to any Subsidiary Guarantor or its property, whether voluntary or involuntary, all Obligations with respect to all Guarantor Senior Indebtedness shall not first be deemed to include a paid in full, in cash or Cash Equivalents, before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or character is made on account of any other corporation provided for by such plan Obligations on the Notes or any of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt the Obligations of such Subsidiary 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 substantially all Guarantor Senior Indebtedness are paid in full in cash or Cash Equivalents, any distribution to which the same extent Holders of the Notes would be entitled but for the subordination provisions will be made to the holders of Guarantor Senior Indebtedness as their interests may appear. Upon any such dissolution, winding-up, liquidation, reorganization, bankruptcy, insolvency, receivership or similar proceeding or assignment for the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation benefit of a creditors or marshalling of assets, any payment or distribution of assets of any Subsidiary Guarantor withof any kind or character, whether in cash, property or securities, to which the Holders of the Notes or the merger of a Subsidiary Guarantor intoTrustee under this Indenture would be entitled, another Person or except for the liquidation or dissolution of provisions hereof, shall be paid by such Subsidiary Guarantor following the conveyance or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other disposition person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Indebtedness (PRO RATA to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness 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 Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or substantially all of its assets Cash Equivalents after giving effect to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding any concurrent payment, distribution or provision therefor to or for the purposes holders of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightVIII.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (including excluding any payment or distribution which may of Permitted Junior 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, all Guarantor Senior Indebtedness of such Guarantor shall first be payable or deliverable by reason 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 or interest on the Securities pursuant to such Guarantor's Guaranty, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securitiescash, such payment property or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor securities (all such payments, other than the excluding any payment or distribution of stock Permitted Junior Securities). Before any payment may be made by, or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereofon behalf of, any Guarantee Payment which may be payable Guarantor of the principal of or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in interest on the Securities upon any such Guarantor Proceeding. In the event thatdissolution or winding-up or total liquidation or reorganization, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a securities (excluding any payment or distribution of stock Permitted Junior Securities), to which the Holders of the Securities or securities the Trustee on their behalf would be entitled, but for the subordination provisions of a Subsidiary this Indenture, shall be made by such Guarantor provided for or by a plan any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of reorganization 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 readjustment authorized by an order their representatives or decree of a court of competent jurisdiction in a reorganization proceeding to the trustee or trustees or agent or agents under any applicable bankruptcy law agreement or of indenture pursuant to which any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to substantially the same extent as 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 Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution holders of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In If an Indenture Event of Default has occurred and is continuing, upon any payment by the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 distribution of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution Guarantor of any kind or character, whether in cash, property or securities (including securities, to creditors upon any payment dissolution or distribution which may be payable winding-up or deliverable by reason liquidation or reorganization of the payment of any Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securitiesproceedings, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary all amounts due upon all Preferred Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor Payments shall first be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full full, or payment thereof provided for in cash money in accordance with the terms of the Preferred Securities Guarantee Agreement, before any payment is made by the Guarantor on account of any Guarantee Payments under this Common Securities Guarantee Agreement; and upon any such dissolution or cash equivalents winding-up or otherwise in a manner satisfactory to liquidation or reorganization, any payment by the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Common Securities or the Common Guarantee Trustee would be entitled to receive from the Guarantor, except for the provisions of this Article, shall be paid by the Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other person making such Subsidiary Guarantor for application payment or distribution, or by the Holders of the Common Securities or by the Common Guarantee Trustee under this Common Securities Guarantee Agreement, if received by them or it, directly to the payment holders of all Senior Debt the Preferred Securities (pro rata to such holders on the basis of the respective amounts of Preferred Securities held by such Subsidiary Guarantor remaining unpaidholders, as calculated by the trustee or trustees under the Preferred Securities Guarantee Agreement) or their representative or representatives, or to the trustee or trustees under the Preferred Securities Guarantee Agreement, as their respective interests may appear, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor Preferred Guarantee Payments in full, in money or moneys worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article onlyPreferred Securities, the words “before any payment or distribution is made to the Holders of the Common Securities or to the Common Guarantee Trustee hereunder. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities” , prohibited by the foregoing, shall be received by the Common Guarantee Trustee or the Holders of the Common Securities before all Preferred Guarantee Payments are paid in full, or provision is made for such payment in money in accordance with the applicable terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of the Preferred Securities or their representative or representatives, or to the trustee or trustees under the Preferred Securities Guarantee Agreement, as their respective interests may appear, as calculated by such trustee or trustees, for application to the payment of all Preferred Guarantee Payments remaining unpaid to the extent necessary to pay such Preferred Guarantee Payments in full in money in accordance with the applicable terms of the Preferred Securities Guarantee Agreement, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of the Preferred Securities. For purposes of this Article only, the words cash, property or securities shall not be deemed to include a payment or distribution shares of stock of the Guarantor as reorganized or readjusted, or securities of a Subsidiary the Guarantor or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then Preferred Guarantee Payments which may at the time be outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as as, or to a greater extent than, the Subsidiary Guarantees Common Securities are so subordinated as provided in this Article. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person entity or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition of all or substantially all transfer of its properties and assets substantially as an entirety to another Person entity upon the terms and conditions set forth in Article Eight of the Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Guarantor Proceeding for the purposes of this Section if the Person entity formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person entity which acquires by conveyance or transfer such assetsproperties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article EightEight of the Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of assets of any Intercompany Borrower in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assetsInsolvency Proceeding, or (b) any liquidation, dissolution or other winding up of any Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors in connection with, or in lieu of, an Insolvency Proceeding or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and such Intercompany Borrower in any such event specified in connection with an Insolvency Proceeding (a), (b) or (c) above (each such event, if any, an Intercompany Borrower distributing assets as set forth herein sometimes being referred to as a “Guarantor ProceedingDistributing Company”) ), the holders of Senior Debt of such Subsidiary Guarantor Administrative Agent shall be entitled to receive payment in full receive, for the benefit of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of the Senior Obligations (each, a “Senior Debt of such Subsidiary GuarantorHolder”), Payment in Full under the LC Credit Agreement before the Holders holder of the Securities are any Subordinated Indebtedness is entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of any Subordinated Indebtedness owed to it by the Subsidiary Guarantee of such Subsidiary Guarantor (all such paymentsDistributing Company, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraphand, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end end, the holders of Senior Debt of such Subsidiary Guarantor Administrative Agent shall be entitled to receive, for application to the payment thereofof the Senior Obligations in accordance with the LC Credit Agreement, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “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 Subordinated Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. If any Event of Default shall not have occurred and be deemed continuing, or such an Event of Default would result from or exist after giving effect to include a payment with respect to any portion of the Subordinated Indebtedness, so long as any of any Senior Obligations shall remain outstanding, no payment shall be made by any Company on account of principal or interest on any portion of the Subordinated Indebtedness. If, while any Subordinated Indebtedness is outstanding and before Payment in Full has occurred in accordance with the terms of the LC Credit Agreement, any Insolvency Proceeding shall occur and be continuing with respect to any Company or its property: (a) the Administrative Agent hereby is irrevocably authorized and empowered (in the name of the Company or otherwise), but shall have no obligation, to demand, xxx for, collect, and receive every payment or distribution in respect of stock the Subordinated Indebtedness and give acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subordinated Indebtedness) as it may deem necessary or securities advisable for the exercise or enforcement of a Subsidiary Guarantor provided for by a plan any of reorganization the rights or readjustment authorized by an order interests of the Administrative Agent (or decree of a court of competent jurisdiction in a reorganization proceeding any Senior Debt Holders) under any applicable bankruptcy law of the Loan Documents; and (b) each Company shall promptly take such action as the Administrative Agent may reasonably request (i) to collect the Subordinated Indebtedness for the account of the Senior Debt Holders and to file appropriate claims or proofs of claim in respect of the Subordinated Indebtedness, (ii) to execute and deliver to the Administrative Agent such powers of attorney, assignments, and other instruments as it may reasonably request to enable it to enforce any and all claims with respect to the Subordinated Indebtedness, and (iii) to collect and receive any and all any payments or distributions of any other corporation provided for by such plan kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSubordinated Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, -69- 79 relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “"Guarantee Payment”"), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s 's Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such any Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Subsidiary Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness shall not first be deemed paid in full in cash or Cash Equivalents, or such payment duly provided for to include a the satisfaction of the holders of Guarantor Senior In- debtedness, before any payment or distribution of stock any kind or securities character is made on account of a 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 any Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided kind or character, whether in cash, property or securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such plan Subsidiary 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 reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor (PRO RATA to substantially such holders on the same extent as basis of the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation respective amounts of a Subsidiary such Guarantor withSenior Indebtedness held by such holders) or their respective Representatives, or to the merger of a Subsidiary Guarantor into, another Person trustee or the liquidation or dissolution trustees under any indenture pursuant to which any of such Subsidiary Guarantor following Senior Indebtedness may have been issued, as their respective interests may appear, for application to the conveyance payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in full in cash or other disposition of all Cash Equivalents after giving effect to any concurrent payment, distribution or substantially all of its assets provision therefor to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding or for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part holders of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightGuarantor Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of assets or securities of any Subsidiary Guarantor of any kind or character, whether in cash, property or securities (including any payment made to Securityholders under the terms of Indebtedness subordinated to the Securities), upon any dissolution or distribution which may be payable winding-up or deliverable by reason of the payment of any other indebtedness total or partial liquidation or reorganization of such Subsidiary Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt Indebtedness of such Subsidiary Guarantor 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, for application to the receive any payment thereof, any Guarantee Payment which may be payable by or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt on behalf of such Subsidiary Guarantor is paid in full of the principal of or payment thereof provided for in cash interest on or cash equivalents or otherwise in a manner satisfactory other amounts with respect to the holders of Senior Debt of Securities pursuant to such Subsidiary Guarantor's Subsidiary Guarantee, and if such fact shallor any payment to acquire any of the Securities for cash, at property or prior securities, or any distribution with respect to the time Securities of such Guarantee Paymentany cash, have been property or securities. Before any payment may be made known by, or on behalf of, any Subsidiary Guarantor of the principal of or interest on or other amounts with respect to the Trustee orSecurities upon any such dissolution or winding-up or liquidation or reorganization, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making any payment or distribution of assets or securities of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” securities (including any payment made to Securityholders under the terms of Indebtedness subordinated to the 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 not be deemed to include a made by such Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution distribution, directly to the holders of stock or securities of a Subsidiary the Senior Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt Indebtedness of such Subsidiary Guarantor (pro rata to substantially such holders on the same extent as basis of the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution respective amounts of such Subsidiary Senior Guarantor following Indebtedness held by such holders) or their agents or representatives or to the conveyance trustee or other disposition trustees under any indenture pursuant to which any of such Senior Guarantor Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Guarantor Indebtedness in full in cash after giving effect to any concurrent payment, distribution or substantially all of its assets provision therefor to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding or for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part holders of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Guarantor Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In Upon any distribution of the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding Guarantor's assets in connection therewithwith any dissolution, relative to any Subsidiary Guarantor winding up, liquidation or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up reorganization of any Subsidiary the Guarantor, whether voluntary or involuntary and whether or not involving involuntary, in bankruptcy, insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above receivership proceedings (each such event, if any, herein sometimes referred to as a “"Proceeding"), or upon an assignment for the benefit of creditors or otherwise: (i) all Guarantor Secured Indebtedness (including without limitation all interest accruing on or after the filing of any petition in bankruptcy relating to the Guarantor at the relevant contractual rate, whether or not such claim for post-petition interest is allowed in such Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall must be entitled to receive payment paid in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payments or distributions of any kind or character on account of any Guarantee Payments pursuant to this Guarantee Agreement, and (ii) any payment or distribution of the Guarantor's assets of any kind or character, whether in cash, property securities or securities other property, which would otherwise (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, but for application to the payment thereof, any Guarantee Payment which may these subordination provisions) be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary the Guarantee in any Payments shall be paid or delivered directly to the holders of such Guarantor ProceedingSecured Indebtedness (or their representative or trustee) in accordance with the priorities then existing among such holders until all Guarantor Secured Indebtedness shall have been paid in full in cash before any payment or distribution is made to the Holders. In the event that, that notwithstanding the foregoing subordination provisions of this Sectionset forth herein, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of any kind or character is made at a time when the respective payment is not permitted to be made as a result of the subordination provisions described above and before all Guarantor Secured Indebtedness is paid in full in cash, the Guarantee Trustee or the Holders receiving such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary will be required to pay all Senior Debt of over such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this ArticleSecured Indebtedness. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person or the liquidation liquida tion or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 of the Indenture shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person which acquires by conveyance or transfer sale such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the conditions set forth in Article Eight8.

Payment Over of Proceeds Upon Dissolution, Etc. In case of the event pendency of (a) any insolvency or bankruptcy case or proceeding, or any receivership, insolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative relating to any Subsidiary the Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) ), then the holders of Senior Debt of such Subsidiary 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 Debt Allocable Amounts of such Subsidiary GuarantorGuarantor Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, before the Holders of the Securities Bonds are entitled to receive or retain any payment or distribution under the Guarantee of any kind or character, whether in cash, property or securities, on account of principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds or on account of the purchase or other acquisition of Bonds by the Guarantor or any Subsidiary of the Guarantor, and to that end holders of Guarantor Indebtedness shall be entitled to receive, for application to the payment of Allocable Amounts, any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which securities, that may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary the Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 9.2(b), the Trustee or the a Holder of any Security Bonds shall have received any payment or distribution under the Guarantee Payment of assets of the Guarantor of any kind or character, whether in cash, property or securities, before all Senior Debt Allocable Amounts of such Subsidiary all Guarantor is Indebtedness are paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, and if such fact shall, at or prior to the time of such Guarantee Paymentpayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary the Guarantor for application to the payment of all Senior Debt Allocable Amounts of such Subsidiary all Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness. For purposes of this Article Section 9.2 only, the words “any payment or distribution under the Guarantee of any kind or character, whether in cash, property or securities” shall not be deemed to include (i) ADSs (or a payment corresponding number of ordinary shares of the Guarantor) delivered in accordance with the conversion provisions of the Bonds; and (ii) capital stock of the Guarantor as reorganized or distribution of stock readjusted, or securities of a Subsidiary the Guarantor or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor Indebtedness to substantially the same extent as the Subsidiary Guarantees are Guarantee is so subordinated as provided in this ArticleSection 9.2. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight of the Base Indenture shall not be deemed a Guarantor Proceeding for the purposes of this Section 9.2(b) if the Person formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person which acquires by conveyance or transfer sale such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance merger or other disposition, sale comply with the conditions set forth in Article EightEight of the Base Indenture.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any a Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any a Subsidiary 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 marshaling of assets and liabilities of any a Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Subsidiary Guarantor Proceeding”") the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all such Senior Debt of such Subsidiary GuarantorDebt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a any other manner satisfactory acceptable to the holders of such Senior Debt of such Subsidiary GuarantorDebt, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Debt of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such paymentsGuarantor, other than the but excluding any payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of such Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Any Subsidiary Guarantor Payments to substantially which the same Trustee or the Holders would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other Person making such Subsidiary Guarantor Payment, whether a trustee in bankruptcy, a receiver or otherwise, directly to the holders of Senior Debt of such Subsidiary Guarantor or their representative or representatives or to any trustee or agent under any indenture or other agreement evidencing or governing any such Senior Debt, ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt held or represented by each of them, to the extent as necessary to make payment in full of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the Subsidiary Guarantees are so subordinated as provided holders of such Senior Debt. As used in this Article, the phrase "payment in full" (or any similar phrase), when used to refer to the payment of Senior Debt, shall mean payment in full of the aggregate amount of such Senior Debt in cash or cash equivalents or any other manner acceptable to the holders of such Senior Debt. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Subsidiary Guarantor Payment before all Senior Debt of a Subsidiary Guarantor are paid in full or payment thereof provided for in cash or cash equivalents or any other manner acceptable to the holders of such Senior Debt, then and in such event such Subsidiary Guarantor Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all such Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such a Subsidiary Guarantor following the conveyance or other disposition transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Subsidiary Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other dispositiontransfer, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceedingreceivership, or any receivershipinsolvency, liquidation, reorganization bankruptcy, reorganization, arrangement, adjustment, composition or other similar case or judicial proceeding in connection therewith, relative to any Subsidiary Guarantor Kingsway America, its creditors or to its creditorsproperty, as such, or to its assets, or (b) any proceeding for the liquidation, dissolution dissolution, or other winding up of any Subsidiary GuarantorKingsway America, whether voluntary or involuntary and involuntary, whether or not involving insolvency or bankruptcybankruptcy proceedings, or (c) any assignment by Kingsway America for the benefit of creditors or (d) any other marshalling marshaling of the assets and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above Kingsway America (each such event, if any, herein sometimes referred to as a “Guarantor "Proceeding”) "), then the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or payable in respect of all such Senior Debt of such Subsidiary GuarantorDebt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary GuarantorDebt, before the Holders holder of the Securities are this Subordinated Note is entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”)securities, on account of any Subordinated Note Obligations or on account of the purchase or other acquisition of this Subordinated Note by Kingsway America or any Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), Kingsway America and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee this Subordinated Note in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this SectionSection 2.02, the Trustee Kingsway America or the Holder any Subsidiary of Kingsway America shall make any payment or distribution in payment of any Security shall have received any Guarantee Payment Subordinated Note Obligations hereunder to the holder of this Subordinated Note before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such HolderDebt, then and in such event such Guarantee Payment payment or distribution shall be held in trust for and shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor Kingsway America for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary GuarantorDebt. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution shares of stock of Kingsway America as reorganized or readjusted, or securities of a Subsidiary Guarantor Kingsway America or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are this Subordinated Note is so subordinated as provided in this Articleherein. The consolidation of a Subsidiary Guarantor Kingsway America with, or the merger of a Subsidiary Guarantor Kingsway America into, another Person or the liquidation or dissolution of such Subsidiary Guarantor Kingsway America following the conveyance or other disposition sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of Kingsway America following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight Section 11.02 of the Indenture applicable to the Guarantor shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSection.

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such any Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Subsidiary Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all of such Subsidiary Guarantor's Senior Indebtedness shall not first be deemed paid in full in cash, or such payment duly provided for to include a the satisfaction of the holders of such Subsidiary Guarantor's Senior Indebtedness, before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or character is made on account of any other corporation provided Obligations with respect to the Subsidiary Guarantee of such Subsidiary Guarantor, or for by the acquisition of such plan Subsidiary Guarantee for cash or property or otherwise. Upon any such total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of reorganization creditors or readjustment which stock or securities are subordinated in right marshaling of payment to all then outstanding Senior Debt assets of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided or in this Article. The consolidation a bankruptcy, reorganization, insolvency, receivership or other similar proceeding, any payment or distribution of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution assets of such Subsidiary Guarantor following of any kind or character, whether in cash, property or securities, to which the conveyance Holders of the Notes or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not Trustee under this Indenture would be deemed a Guarantor Proceeding entitled, except for the purposes of this Section if the Person formed provisions hereof, shall be paid by such consolidation or into which such Subsidiary Guarantor is merged or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Person Holders or by the Trustee under this Indenture if received by them, directly to the holders of such Subsidiary Guarantor's Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Subsidiary Guarantor's Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which acquires by conveyance or transfer any of such assetsSubsidiary Guarantor's Senior Indebtedness may have been issued, as their respective interests may appear, for application to the case may be, shall, as a part payment of such consolidationSubsidiary Guarantor's Senior Indebtedness remaining unpaid until all such Subsidiary Guarantor's Senior Indebtedness has been paid in full in cash or after giving effect to any concurrent payment, merger, conveyance distribution or other disposition, comply with provision therefor to or for the conditions set forth in Article Eightholders of such Subsidiary Guarantor's Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being 70 hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightVIII.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any a Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any a Subsidiary 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 marshaling of assets and liabilities of any a Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Subsidiary Guarantor Proceeding”") the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt Indebtedness of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, Guarantor before the Holders of the Securities of any series as to which such Subsidiary Guarantor has given a Subsidiary Guarantee are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities securities, on account of such Subsidiary Guarantee of such Subsidiary Guarantor (all such payments and distributions herein referred to, individually and collectively, as a "Subsidiary Guarantor Payment"), and to that end the holders of Senior Indebtedness of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Subsidiary Guarantor Payment, including any payment or distribution Subsidiary Guarantor Payment which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor being subordinated to the payment of payments under the SecuritiesSubordinated Guarantees, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Subsidiary Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Subsidiary Guarantor Payment before all Senior Debt Indebtedness of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Subsidiary Guarantor Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Subsidiary Guarantor Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt Indebtedness of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt Indebtedness of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt Indebtedness of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (including excluding any payment or distribution which may of Permitted Junior Guarantor Securities and payments from the Interest Escrow Account), upon any dissolution or other winding-up or liquidation, rearrangement or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings or any general assignment for the benefit of creditors or other marshalling of assets or liabilities of such Guarantor (except in connection with the merger or consolidation of such Guarantor or liquidation or dissolution following the transfer of substantially all of its assets, upon the terms and conditions permitted under the circumstances described in Section 5.01), all Guarantor Senior Indebtedness of such Guarantor shall first be payable or deliverable by reason paid and satisfied 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 with respect to its Guaranty (other than payments from the Interest Escrow Account), 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 other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securitiescash, such payment property or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor securities (all such payments, other than the excluding any payment or distribution of stock Permitted Junior Guarantor Securities and excluding payments from the Interest Escrow Account). Before any payment may be made by, or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereofon behalf of, any Guarantee Payment which may be payable Guarantor of the principal of, premium, if any, or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in interest on the Securities (other than payments from the Interest Escrow Account) upon any such Guarantor Proceeding. In the event thatdissolution or winding-up or liquidation, notwithstanding the foregoing provisions of this Sectionrearrangement or reorganization, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a securities (excluding any payment or distribution of stock Permitted Junior Guarantor Securities and excluding payments from the Interest Escrow Account) to which the Holders of the Securities or securities the Trustee on their behalf would be entitled, but for the subordination provisions of a Subsidiary this Indenture, shall be made by such Guarantor provided for or by a plan any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of reorganization 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 readjustment authorized by an order their representatives or decree of a court of competent jurisdiction in a reorganization proceeding to the trustee or trustees or agent or agents under any applicable bankruptcy law agreement or of indenture pursuant to which any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor Senior Indebtedness might have been issued, as their respective interests may appear, to substantially the same extent as 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 Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution holders of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightSenior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such Subsidiary Guarantor following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article Eight.a

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 any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Subsidiary Guarantor subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s Subsidiary Guarantee in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such any Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution 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 such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Subsidiary Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all of such Subsidiary Guarantor’s Senior Indebtedness shall not first be deemed paid in full in cash, or such payment duly provided for to include a the satisfaction of the holders of such Subsidiary Guarantor’s Senior Indebtedness, before any payment or distribution of stock any kind or securities of a Subsidiary Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or character is made on account of any other corporation provided Obligations with respect to the Subsidiary Guarantee of such Subsidiary Guarantor, or for by the acquisition of such plan Subsidiary Guarantee for cash or property or otherwise. Upon any such total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of reorganization creditors or readjustment which stock or securities are subordinated in right marshaling of payment to all then outstanding Senior Debt assets of such Subsidiary Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided or in this Article. The consolidation a bankruptcy, reorganization, insolvency, receivership or other similar proceeding, any payment or distribution of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution assets of such Subsidiary Guarantor following of any kind or character, whether in cash, property or securities, to which the conveyance Holders of the Notes or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not Trustee under this Indenture would be deemed a Guarantor Proceeding entitled, except for the purposes of this Section if the Person formed provisions hereof, shall be paid by such consolidation or into which such Subsidiary Guarantor is merged or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Person Holders or by the Trustee under this Indenture if received by them, directly to the holders of such Subsidiary Guarantor’s Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of such Subsidiary Guarantor’s Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which acquires by conveyance or transfer any of such assetsSubsidiary Guarantor’s Senior Indebtedness may have been issued, as their respective interests may appear, for application to the case may be, shall, as a part payment of such consolidationSubsidiary Guarantor’s Senior Indebtedness remaining unpaid until all such Subsidiary Guarantor’s Senior Indebtedness has been paid in full in cash after giving effect to any concurrent payment, merger, conveyance distribution or other disposition, comply with provision therefor to or for the conditions set forth in Article Eightholders of such Subsidiary Guarantor’s Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any Subsidiary Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary 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 and liabilities of any Subsidiary Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, before the Holders of the Securities are entitled to receive Upon any payment or distribution of assets or securities of any Subsidiary Guarantor of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason made to Securityholders under the terms of the payment of any other indebtedness of such Subsidiary Guarantor Indebtedness subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Guarantor Junior Subordinated Payment”), on account of the Subsidiary Guarantee of such Subsidiary Guarantor (all such payments, other than the but excluding any payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”Permitted Junior Securities), and upon any 102 -95- 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 amounts due or to that end the holders of become due with respect to all Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor 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, for application receive any payment by such Subsidiary Guarantor of the principal of or interest on the Securities pursuant to the payment thereof, any Guarantee Payment which may be payable or deliverable in respect of such Subsidiary Guarantor’s 's Subsidiary Guarantee in Guarantee, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, any Subsidiary Guarantor of the principal of or interest on the Securities upon any such Guarantor Proceeding. In the event thatdissolution or winding-up or liquidation or reorganization, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Guarantee Payment before all Senior Debt of such Subsidiary Guarantor is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary Guarantor, and if such fact shall, at or prior to the time of such Guarantee Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets or securities of such Subsidiary Guarantor for application to the payment of all Senior Debt of such Subsidiary Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of such Subsidiary Guarantor. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” , to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall not be deemed to include a made by such Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution distribution, directly to the holders of stock or securities of a Subsidiary the Guarantor provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt Indebtedness of such Subsidiary Guarantor (pro rata to substantially such holders on the same extent as basis of the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary Guarantor with, or the merger of a Subsidiary Guarantor into, another Person or the liquidation or dissolution respective amounts of such Subsidiary Guarantor following Senior Indebtedness held by such holders) or their agents or representatives or to the conveyance trustee or other disposition trustees under any 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 concurrent payment, distribution or substantially all of its assets provision therefor to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding or for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such assets, as the case may be, shall, as a part holders of such consolidation, merger, conveyance or other disposition, comply with the conditions set forth in Article EightGuarantor Senior Indebtedness.

Payment Over of Proceeds Upon Dissolution, Etc. of the Guarantor. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization arrangement, reorganization, debt restructuring or other similar case or proceeding in connection therewithwith any insolvency or bankruptcy proceeding, relative to any Subsidiary the Guarantor or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any Subsidiary the 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 and liabilities of any Subsidiary the Guarantor, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “"Guarantor Proceeding”") the holders of Senior Debt of such Subsidiary the Guarantor shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of such Subsidiary the Guarantor, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary the Guarantor, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness Debt of such Subsidiary the Guarantor subordinated to the payment of the SecuritiesGuarantees, such payment or distribution being hereinafter referred to as a “"Guarantor Junior Subordinated Payment”"), pursuant to the Guarantee of the Guarantor on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities by the Guarantor or any Subsidiary Guarantee of such Subsidiary the Guarantor (all such payments, other than the payment or distribution of stock or securities of a Subsidiary Guarantor referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Guarantee Payment”), and to that end the holders of Senior Debt of such Subsidiary the Guarantor shall be entitled to receive, for application to the payment thereof, any Guarantee Payment payment or distribution of any kind or character, whether in cash, property or securities, including any Guarantor Junior Subordinated Payment, which may be payable or deliverable pursuant to the Guarantee of the Guarantor in respect of such Subsidiary Guarantor’s Subsidiary Guarantee the Securities in any such Guarantor Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received on account of the Securities or the Guarantee of the Guarantor any Guarantee Payment payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, including any Guarantor Junior Subordinated Payment, before all Senior Debt of such Subsidiary the Guarantor is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of such Subsidiary the Guarantor, and if such fact shall, at or prior to the time of such Guarantee Paymentpayment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Guarantee Payment payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, 98 108 custodian, assignee, agent or other Person making payment or distribution of assets of such Subsidiary the Guarantor for application to the payment of all Senior Debt of such Subsidiary the Guarantor remaining unpaid, to the extent necessary to pay all Senior Debt of such Subsidiary the Guarantor in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of the Guarantor. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities or the Guarantees, or any taxes that ought to have been withheld or deducted from any such Subsidiary Guarantorpayment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Security receives for purposes of this Section. For purposes of this Article only, the words “"any payment or distribution of any kind or character, whether in cash, property or securities” " shall not be deemed to include a payment or distribution shares of stock of the Guarantor as reorganized or readjusted, or securities of a Subsidiary the Guarantor or any other corporation provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of such Subsidiary the Guarantor to substantially the same extent as the Subsidiary Guarantees are so subordinated as provided in this Article. The consolidation of a Subsidiary the Guarantor with, or the merger of a Subsidiary the Guarantor into, another Person or the liquidation or dissolution of such Subsidiary the Guarantor following the conveyance or other disposition sale of all or substantially all of its properties and assets as an entirety to another Person or the liquidation or dissolution of the Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Guarantor Proceeding for the purposes of this Section if the Person formed by such consolidation or into which such Subsidiary the Guarantor is merged or the Person which acquires by conveyance or transfer sale such assetsproperties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or other disposition, sale comply with the conditions set forth in Article Eight.