Common use of Payment over Proceeds upon Dissolution, Etc Clause in Contracts

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (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 the Company, 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 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) the Company on account of the Securities, 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, the Company on any Security (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 of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Fourteen, shall be made by the Company 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 Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such 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 Senior Debt.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditorsproceedings, all amounts due or to become due upon all Guarantor Senior Debt Indebtedness of such Guarantor shall first be paid in full, full in cash or cash equivalents, before the Holders or the Trustee on their behalf holders of Senior Subordinated Notes shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of or interest on the Senior Subordinated Notes pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities Senior Subordinated Notes for cash, property or securities, or any distribution with respect to the Securities Senior Subordinated Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with Senior Subordinated Notes upon any such dissolution, dissolution or winding up, up or total liquidation or reorganization, any payment or distribution of assets or securities for the Company of such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders GOF or the Trustee on their behalf its successors or assigns would be entitledentitled in respect of the Senior Subordinated Notes, but for the subordination provisions of this Article FourteenAgreement, shall be made by the Company 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 itdistribution, directly to the holders of the Guarantor Senior Debt Indebtedness of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt Indebtedness held by such holders) or their representatives or to any the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness in full, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or securities any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company's insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior 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 Indebtedness, before the Holders of the Company 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 than with Indebtedness of the moneyCompany (including any series of the Securities) subordinated to the payment of the Securities, securities such payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution being hereinafter referred to as a "Junior Subordinated Payment"), in connection with any dissolution on account of principal of (or winding up premium, if any) or total interest on the Securities or partial liquidation or reorganization on account of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership purchase or other proceedings acquisition of Securities by the Company or other marshalling any Subsidiary and to that end the holders of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf Indebtedness shall be entitled to receive receive, for application to the payment thereof, any payment by (or on behalf of) the Company on account distribution of the Securitiesany kind of character, or any payment to acquire any of the Securities for whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or any distribution with deliverable in respect to of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (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, shall have received any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders including any Junior Subordinated Payment, before all Senior Indebtedness is paid in full or the Trustee on their behalf would be entitled, but payment thereof is provided for the provisions of this Article Fourteen, shall be made by the Company in cash or by any receiver, trustee cash equivalents or otherwise 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 a manner satisfactory to the holders of Senior Debt (pro rata Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such holders on the basis payment or distribution, have been received by a Responsible Officer of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issuedTrustee or, as their respective interests appearthe case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as any entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such Senior Debtconsolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article Eight.

Payment over Proceeds upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the 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 marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment, before the Holders of the Securities are entitled to receive any payment on account of principal of or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or 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 event. Upon the occurrence of the Company, 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 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) the Company on account of the Securities, or any payment to acquire any of the Securities for cashevents described in clauses (a), property (b) or securities(c) of the immediately preceding paragraph, in the event that notwithstanding the foregoing provisions of this Section the Trustee or any distribution with respect to the Securities Holder of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (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, shall have received any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to which the Holders time of such payment or distribution, have been made known to the Trustee on their behalf would be entitledor, but for as the provisions of this Article Fourteencase may be, such Holder, then and in such event such payment or distribution shall be made by paid over or delivered forthwith to the Company or by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other similar Person making such payment or distribution or by of assets of the Holders or the Trustee if received by them or it, directly Company for application to the holders payment of all Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appearIndebtedness remaining unpaid, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer 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 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 if the Person formed by such Senior Debtconsolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the respective conditions set forth in Article Eight.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (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 the Company, 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 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) the Company on account of the Securities, 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, the Company on any Security (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 of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenFifteen, shall be made by the Company 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 Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such 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 Senior Debt.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company a Guarantor of any kind or character, whether in cash, property or securities (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 the Companysuch 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 on behalf of) the Company such Guarantor on account of the SecuritiesSenior Subordinated Obligations, 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, the Company any Guarantor on any Security Senior Subordinated Obligations (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 of assets or securities for the Company 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 FourteenSixteen, shall be made by the Company 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 Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such 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 Guarantor Senior Debt.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or securities any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company's insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a "Proceeding"), then the holders of Senior Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior 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 Indebtedness, before the Holders of the Company 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 than with Indebtedness of the moneyCompany (including any series of the Securities) subordinated to the payment of the Securities, securities such payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution being hereinafter referred to as a "Junior Subordinated Payment"), in connection with any dissolution on account of principal of (or winding up premium, if any) or total interest on the Securities or partial liquidation or reorganization on account of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership purchase or other proceedings acquisition of Securities by the Company or other marshalling any Subsidiary and to that end the holders of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf Indebtedness shall be entitled to receive receive, for application to the payment thereof, any payment by (or on behalf of) the Company on account distribution of the Securitiesany kind or character, or any payment to acquire any of the Securities for whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or any distribution with deliverable in respect to of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (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, shall have received any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders including any Junior Subordinated Payment, before all Senior Indebtedness is paid in full or the Trustee on their behalf would be entitled, but payment thereof is provided for the provisions of this Article Fourteen, shall be made by the Company in cash or by any receiver, trustee cash equivalents or otherwise 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 a manner satisfactory to the holders of Senior Debt (pro rata Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such holders on payment or distribution, have been received by a Responsible Officer or, as the basis case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the respective amounts Company for application to the payment of all Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appearIndebtedness remaining unpaid, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "any payment or distribution of any kind or character, whether in cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as any entirety to another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such Senior Debtconsolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article Eight.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h), whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of principal, premium and interest on the SecuritiesNotes, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with principal, premium and interest on the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Notes in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders holders or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FourteenXV, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company any Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities excluding any payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution of Permitted Junior Securities), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Companysuch Guarantor, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditorsproceedings, all amounts due or to become due upon all Guarantor Senior Debt Indebtedness of such Guarantor shall first be paid in full, full in cash or cash equivalents, before the Holders of the Notes or the Trustee on their behalf of such Holders shall be entitled to receive any payment by (or on behalf of) the Company on account such Guarantor of the Securitiesprincipal of or interest on the Notes pursuant to such Guarantor's Guarantee, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities). Before any payment may be made by, or on behalf of, any Guarantor of the Company principal of or interest on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with Notes upon any such dissolution, dissolution or winding up, up or total liquidation or reorganization, any payment or distribution of assets or securities for the Company of such Guarantor of any kind or character, whether in cash, property or securitiessecurities (excluding any payment or distribution of Permitted Junior Securities), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Article FourteenIndenture, shall be made by the Company 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 itdistribution, directly to the holders of the Guarantor Senior Debt Indebtedness of such Guarantor (pro rata PRO RATA to such holders on the basis of the respective amounts of such Guarantor Senior Debt Indebtedness held by such holders) or their representatives or to any the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness in full, full in cash or cash equivalents, after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, (b) any liquidation, dissolution or other winding up of the 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 marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment, before the Holders of the Securities are entitled to receive any payment on account of principal of or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (securities, which may be payable or deliverable in respect of the Notes in any such case, proceeding, dissolution, liquidation or 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 event. Upon the occurrence of the Company, 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 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) the Company on account of the Securities, or any payment to acquire any of the Securities for cashevents described in clauses (a), property (b) or securities(c) of the immediately preceding paragraph, in the event that notwithstanding the foregoing provisions of this Section 12.02 the Trustee or any distribution with respect to the Securities Holder of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (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, shall have received any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to which the Holders time of such payment or distribution, have been made known to the Trustee on their behalf would be entitledor, but for as the provisions of this Article Fourteencase may be, such Holder, then and in such event such payment or distribution shall be made by paid over or delivered forthwith to the Company or by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other similar Person making such payment or distribution or by of assets of the Holders or the Trustee if received by them or it, directly Company for application to the holders payment of all Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appearIndebtedness remaining unpaid, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of Senior Indebtedness. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer all or substantially all of its properties and assets to another Person upon the terms and conditions set forth in Article 6 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section 12.02 if the Person formed by such Senior Debtconsolidation or into which the Company is merged or which acquires by conveyance or transfer all or substantially all properties and assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the respective conditions set forth in Article 6.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (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 the Company, 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 Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security Senior Subordinated Obligations (other 77 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 of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any ------------------------------------------- payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (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 the Company, 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 Senior Debt Indebtedness 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) the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security Senior Subordinated Obligations (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 of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenEleven, shall be made by the Company 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, at the rate provided for in the respective documentation for the Senior Indebtedness, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any direct or indirect payment by (or on behalf of) of the Company on account of the SecuritiesSenior Subordinated Obligations, or any direct or indirect payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any direct or indirect payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Senior Subordinated Obligations in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) ------------------------------------------- Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) of the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Debentures for cash, property or securities, or any distribution with respect to the Securities Debentures of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Senior Subordinated Obligations in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, Company whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or upon any general assignment for the benefit of creditors or any other marshalling marshaling of assets for the benefit of creditorscreditors generally, all amounts due or to become due upon all Senior Debt Indebtedness (including, without limitation, any interest accruing subsequent to an event of bankruptcy whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code and all contingent claims or obligations in connection with such Senior Indebtedness) 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) the Company on account of any principal of, premium if any, or interest on the Securities, Notes (including any repurchase of any of the Notes or on account of the redemption provisions of the Notes) or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security principal of, premium if any, or interest on the Notes (other than with including any repurchase of any of the money, securities Notes or proceeds held under any defeasance trust established in accordance with this Indenture), on account of the redemption provisions of the Notes) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any a 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all Obligations with respect to such Senior Debt Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditorsproceedings, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with Senior Subordinated Obligations upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of principal, premium and interest on the SecuritiesNotes , or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with principal, premium and interest on the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Notes in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any `kind or character, whether in cash, property or securities, to which the Holders holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Fourteen15, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities (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 the CompanyCompany or any Subsidiary Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other upon any assignment or marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) 87 80 the Company or any Subsidiary Guarantor on account of the Securities, or any payment to acquire any of the Securities for cash, property or securitiesNotes, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company or any Subsidiary Guarantor on any Security the Notes (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 of assets or securities for of the Company or any Subsidiary 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 FourteenTen, shall be made by the Company or any Subsidiary 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the CompanyGuarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or upon any general assignment for the benefit of creditors or any other marshalling marshaling of assets for the benefit of creditorscreditors generally, all amounts due or to become due upon all Senior Debt Indebtedness (including, without limitation, any interest accruing subsequent to an event of bankruptcy whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code and all contingent claims or obligations in connection with such Senior Indebtedness) 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 the Guarantor on the Parent Guarantee on account of any principal of, premium if any, or interest on the Notes (including any repurchase of any of the Notes or on behalf of) the Company on account of the Securitiesredemption provisions of the Notes), or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company Guarantor on the Parent Guarantee on any Security principal of, premium if any, or interest on the Notes (other than with including any repurchase of any of the money, securities Notes or proceeds held under any defeasance trust established in accordance with this Indenture), on account of the redemption provisions of the Notes) in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company 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 FourteenEleven, shall be made by the Company Guarantor or by any a receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all Obligations with respect to such Senior Debt Indebtedness in full, in cash or cash Cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (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 the Company, 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 Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSubordinated Obligations, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security Subordinated Obligations (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 of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the CompanyGuarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or upon any assignment for the benefit of creditors or any other marshalling marshaling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event of bankruptcy whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash Cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or the Guarantor on behalf of) the Company on account of the SecuritiesParent Guarantee, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company Guarantor on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Parent Guarantee in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company 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 FourteenEleven, shall be made by the Company Guarantor or by any a receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all Obligations with respect to such Senior Debt Indebtedness in full, in cash or cash Cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities by set-off or proceeds held under any defeasance trust established in accordance with this Indenture)otherwise, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditorsproceedings, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(f) and 6.01(g) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalentsequivalents acceptable to the holders of Senior Indebtedness, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSenior Subordinated Obligations, 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, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Senior Subordinated Obligations in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenEleven, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or agents or to any trustee or trustees under any other 77 70 indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents acceptable to the holders of Senior Indebtedness after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any ------------------------------------------- payment or distribution of assets or securities of the Company a Subsidiary Guarantor of any kind or character, whether in cash, property or securities (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 the Companysuch Subsidiary 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 Indebtedness 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) the Company such Subsidiary Guarantor on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Note Guarantees for cash, property or securities, or any distribution with respect to the Securities Note Guarantees of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company any Subsidiary Guarantor on any Security Senior Subordinated Obligations (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 of assets or securities for the Company such Subsidiary 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 FourteenTwelve, shall be made by the Company such Subsidiary 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 Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness 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 Guarantor Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities securities, upon any (other than with the moneyi) bankruptcy, 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 the Company, whether voluntary or involuntary, or in bankruptcyreorganization, insolvency, receivership or other proceedings similar proceeding of the Company (whether voluntary or other marshalling of assets involuntary), (ii) assignment for the benefit of creditorscreditors or any marshaling of the assets and liabilities of the Company or (iii) distribution to creditors of the Company in a liquidation or dissolution of the Company, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 5.1(8) and 5.1(9) of this Indenture, without regard to any cure periods specified therein and whether or not such interest is an allowed claim enforceable against the debtor under Bankruptcy Law) shall first be paid in full, in cash or or, at the option of holders of Senior Indebtedness, cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account or in respect of the Securities, Securities 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 securitiessecurities (except that Holders may receive (i) securities that are subordinated to at least the same extent as the Securities to (a) Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 12.4 of this Indenture). Before any payment may be made by, or on behalf of, the Company on any Security (other than with or in respect of the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), in connection with Securities upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenThirteen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issuedrepresentatives, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or or, at the option of holders of Senior Indebtedness, cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness (except that Holders may receive securities that are subordinated to at least the same extent as the Securities to (i) Senior Indebtedness and (ii) any securities issued in exchange for Senior Indebtedness).

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 6.01(g) and 6.01(h), whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of principal, premium and interest on the SecuritiesNotes , or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with principal, premium and interest on the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Notes in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for the Company of any `kind or character, whether in cash, property or securities, to which the Holders holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenXIV, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders holders or the Trustee if received by them or it, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (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 the Company, 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 Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 7.01(a) and 7.01(b) of this Indenture, whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the SecuritiesSubordinated Obligations, or any payment to acquire any of the Securities Debentures for cash, property or securities, or any distribution with respect to the Securities Debentures of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security Subordinated Obligations (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 of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenFour, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the CompanyCompany or any Subsidiary Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other upon any assignment or marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event specified in Sections 10.1(g) and 10.1(h), whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company or any Subsidiary Guarantor on account of the Securities, Notes or any payment to acquire any of the Securities for cash, property or securitiesNote Guarantee, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company or any Subsidiary Guarantor on the Notes or any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)Note Guarantee, in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company or any Subsidiary 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 Fourteen9, shall be made by the Company or any Subsidiary 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 itthem, directly to the holders of Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture)securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company, Company whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or upon any assignment for the benefit of creditors or any other marshalling marshaling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Debt Indebtedness (including any interest accruing subsequent to an event of bankruptcy whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of the Securities, Notes or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture), Notes in connection with any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company or by any a 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect Obligations with respect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.such

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or securities any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), the holders of Senior Indebtedness of the Company shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, 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 Indebtedness, 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 than with Indebtedness of the moneyCompany (including any series of the Securities) subordinated to the payment of the Securities, securities such payment or proceeds held under any defeasance trust established in accordance with this Indenturedistribution being hereinafter referred to as a “Junior Subordinated Payment”), in connection with any dissolution on account of principal of (or winding up premium, if any) or total interest on the Securities or partial liquidation or reorganization on account of the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership purchase or other proceedings acquisition of Securities by the Company or other marshalling any Subsidiary and to that end the holders of assets for Senior Indebtedness of the benefit of creditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee on their behalf Company shall be entitled to receive receive, for application to the payment thereof, any payment by (or on behalf of) the Company on account distribution of the Securitiesany kind or character, or any payment to acquire any of the Securities for whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or any distribution with deliverable in respect to of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security (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, shall have received any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness of the Company is paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to which the Holders or the Trustee on their behalf would be entitledholders of such Senior Indebtedness, but for the provisions of this Article Fourteen, shall be made by and if written notice thereof from the Company or any holder of such Senior Indebtedness (or any trustee, agent or representative therefor) shall, at least three Business Days prior to the time of such payment or distribution, have been received by any receivera Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other similar Person making such payment or distribution or by of assets of the Holders or the Trustee if received by them or it, directly Company for application to the holders payment of all Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appearIndebtedness remaining unpaid, to the extent necessary to pay all such Senior Debt Indebtedness of the Company in full, in cash or cash equivalents, after giving effect to any concurrent payment, payment or distribution or provision therefor to or for the holders of such Senior DebtIndebtedness. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness of the Company to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all of its properties and assets or of its properties and assets substantially as an entirety to another Person or the liquidation or dissolution of the Company following the sale of all of its properties and assets or 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 Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale all such properties and assets or such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article Eight.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (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 the Company, whether voluntary or 83 76 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 Senior Debt Indebtedness 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) the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security Senior Subordinated Obligations (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 of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenTen, shall be made by the Company 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company a Guarantor of any kind or character, whether in cash, property or securities (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 the Companysuch 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 Indebtedness 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) the Company such Guarantor on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Note Guarantees for cash, property or securities, or any distribution with respect to the Securities Note Guarantees of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company any Guarantor on any Security Senior Subordinated Obligations (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 of assets or securities for the Company 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 FourteenTwelve, shall be made by the Company 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 Guarantor Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any indenture pursuant to which any such Guarantor Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Guarantor Senior Debt Indebtedness 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 Guarantor Senior DebtIndebtedness.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than with the moneysecurities, securities or proceeds held under to creditors upon any defeasance trust established in accordance with this Indenture), in connection with any dissolution or winding up or total or partial liquidation liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or reorganization marshalling of assets of the CompanyCompany or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts Obligations due or to become due upon all Senior Debt shall first be paid in full, full in cash or cash equivalentsCash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company distribution of any kind or character is made on account of any Obligations on the SecuritiesNotes, or any payment to acquire for the acquisition of any of the Securities Notes for cash, cash or property or securitiesotherwise (except that Holders may receive securities of the Company that are unsecured and subordinated at least to the same extent as the Notes to Senior Debt as provided in the Agreement, that do not have a maturity any shorter than the security being replaced and that will not cause the Notes to be treated in any case or proceeding as part of the same class of claims as the Senior Debt or any class of claims pari passu with, or any distribution with respect to senior to, the Securities of any cash, property or securities. Before Senior Debt for any payment may be made by, or on behalf of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenturedistribution), in connection with . Upon any such dissolution, winding winding-up, liquidation liquidation, reorganization, receivership or reorganizationsimilar proceeding, any payment or distribution of assets or securities for of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf under this Agreement would be entitled, but except for the provisions of this Article Fourteenhereof, shall be made paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution distribution, or by the Holders or the Trustee under this Agreement if received by them or itthem, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives respective Representatives, or to any the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the extent necessary to pay payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full, full in cash or cash equivalents, Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

Payment over Proceeds upon Dissolution, Etc. (a) Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (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 the Company, 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 Senior Debt Indebtedness 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) the Company on account of the SecuritiesSenior Subordinated Obligations, or any payment to acquire any of the Securities Notes for cash, property or securities, or any distribution with respect to the Securities Notes of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company on any Security Senior Subordinated Obligations (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 of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article FourteenEleven, shall be made by the Company 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 Senior Debt Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Debt Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt Indebtedness in full, in cash or cash equivalents, equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior DebtIndebtedness.