Common use of Agreement to Subordinate Clause in Contracts

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clause

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder of Senior Notes Securities issued hereunder likewise covenants and agrees, that the Senior Notes Securities shall be issued subject to the provisions of this Article VI; and each Holder of a Senior NoteSecurity, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all amounts then due and payable in respect of (i) with respect to Senior Securities issued by a bank or savings association, all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “incurred or (ii) with respect to Senior Indebtedness” meansSecurities issued by a Bank Holding Company or Savings and Loan Holding Company, any Senior Indebtedness of the Company in accordance with applicable regulations governing Bank Holding Companies or Savings and Loan Holding Companies. (c) No provision of this Article VI shall prevent the occurrence of any Event of Default (or any event which, after notice or the lapse of time or both would become, an Event of Default) with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseSecurities hereunder.

Agreement to Subordinate. The holder hereof (athe "Subordinated Creditor") The Company covenants and agrees, and the Borrower each Holder of Senior Notes issued hereunder likewise covenants and agrees, agree that the Senior Notes Affiliate Subordinated Debt is and shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallsubordinate, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims obligations of the Company’s depositorsBorrower now or hereafter existing under (a) the Facility A Credit Agreement, if applicablethe Facility B Credit Agreement and the Facility C Credit Agreement, each dated as of August 31, 1999, as from time to time in effect (the "Credit Agreements"), among the Borrower, the financial institution(s) party thereto and Xxxxxx Commercial Paper Inc., as Agent for such financial institution(s), and all amounts then due the Notes issued pursuant thereto and payable (b) such documents as may be listed on Schedule I hereto on the date hereof or from time to time added to said Schedule I by a writing signed by the Borrower and the Subordinated Creditor (such instruments and documents being referred to herein collectively as the "Senior Debt Documents", which phrase "Senior Debt Documents" shall not include any such instruments and/or documents as may be deleted from said Schedule I from time to time by a writing signed by the Borrower and the Subordinated Creditor, which deletion or deletions shall require the consent of no other Person or Persons except to the extent the Borrower has otherwise agreed in respect of Senior Indebtednesswriting with, or for the benefit of, such other Person or Persons, whether outstanding at for principal, interest (including without limitation, interest as provided in the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to Notes and in the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest Debt Documents accruing on or after the filing of a petition initiating any petition proceeding referred to in bankruptcy or for reorganization relating to the CompanySection 3(a), whether or not such interest accrues after the filing of such petition for purposes of the Federal Bankruptcy code or is an allowed claim for post petition interest is allowed in such proceedingsproceeding), on all Indebtednessfees, whether outstanding on expenses or otherwise (such obligations of the date of execution Borrower under the Credit Agreements and the Senior Debt Documents being the "Obligations"). For the purposes of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness the Obligations shall not include be deemed to have been paid in full until (Ai) any Indebtedness issued with respect to any statutory trust created by the Company for Lenders, the purpose Termination Date under the Facility A Credit Agreement and the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and (ii) with respect to each Senior Creditor (as defined below), the obligation under each of issuing trust preferred securities in connection with its respective Senior Debt Documents to extend credit, disburse funds or acquire a debt instrument shall have terminated and unless the Lenders and the creditors under the Senior Debt Documents (such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity creditors being referred to collectively herein as the "Senior Creditors") shall have received payment of their respective Obligations in clausefull in cash. The Borrower and the Subordinated Creditor shall endorse on any instrument evidencing Affiliate Subordinated Debt a statement to the effect that it is subject to these terms of subordination.

Agreement to Subordinate. (a) The Company covenants and agreesBorrower and, and by its acceptance hereof, each Holder of Senior Notes issued hereunder likewise covenants and agrees, agree that the Senior Notes shall be issued subject to indebtedness of the provisions of Borrower evidenced by this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereoffor principal, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on any other amount payable under or in respect hereof and all Senior Notes issued hereunder shallrights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), to the extent shall be junior and in the manner hereinafter set forth, be subordinated and subject subordinate in right of payment to the prior payment in full in cash of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at in accordance with the date provisions of this Agreement or thereafter incurredSection 4. Each holder of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements of the Borrower and the holder of this Note contained in this Section 4. The term “provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness” meansIndebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Senior Notes, Subordinated Obligations at any time when any of the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company remains outstanding. Holder may receive interest payments in respect of the equity securities Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or other securities restricted by the provisions of this Section 4. In no event shall the Holder commence any financing entity referred action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in clausethe Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligations.

Agreement to Subordinate. (a) The Company Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Senior Notes issued hereunder a Security likewise covenants and agreesagrees by his acceptance thereof, that the Senior Notes shall be issued subject to the provisions obligation of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company to make any payment on account of the principal of Principal and interest on each and all Senior Notes issued hereunder shall, to of the extent Securities shall be subordinate and in the manner hereinafter set forth, be subordinated and subject junior in right of payment to the prior Company’s obligations to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the Principal or interest on the Securities. In the event of any such proceeding, after payment in full of all claims sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Company Ranking on a Parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid Principal and interest on the Securities before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Ranking Junior to the Securities. In addition, subject to the provisions of Section 11.03, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or any Holder of the Securities before all Senior Indebtedness is paid in full and if such Securityholder or the Trustee, as the case may be, receiving such payment is aware at the time of receipt that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Securityholder, be held in trust for the benefit of the holders of Senior Indebtedness or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company’s depositors, if applicableand, and all amounts then due and payable in respect of Senior Indebtednesseach case, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect shall be applied to the payment of all Senior NotesIndebtedness remaining unpaid, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not until all such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued have been paid in full, after giving effect to any statutory concurrent payment or distribution to the holders of such Senior Indebtedness. For purposes of this paragraph only, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 11. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities on account of the unpaid Principal or interest on the Securities for the payment of which funds have been deposited in trust created with the Trustee or have been set aside by the Company for in trust in accordance with the purpose provisions of issuing trust preferred securities in connection with this Indenture; nor shall such issuance provisions impair any rights, interests, remedies or powers of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees secured creditor of the Company in respect of any security the equity securities creation of which is not prohibited by the provisions of this Indenture. If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or other securities (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Company with respect to the Principal or interest on the Securities. The provisions of this paragraph shall not apply to any payment with respect to which the first paragraph of this Section 11.01 would be applicable. The securing of any financing entity referred obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities shall not be deemed to prevent such obligations from constituting obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities. 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 of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in clauseArticle 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 11.01 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the conditions set forth in Article 5.

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder of CDCI Senior Notes Subordinated Securities issued hereunder likewise covenants and agrees, that the CDCI Senior Notes Subordinated Securities shall be issued subject to the provisions of this Article VI; and each Holder of a CDCI Senior NoteSubordinated Security, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all CDCI Senior Notes Subordinated Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of (i) with respect to CDCI Senior Subordinated Securities issued by a bank or savings association, all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “incurred or (ii) with respect to CDCI Senior Indebtedness” meansSubordinated Securities issued by a Bank Holding Company or Savings and Loan Holding Company, any Senior Indebtedness of the Company in accordance with applicable regulations governing Bank Holding Companies or Savings and Loan Holding Companies. (c) No provision of this Article VI shall prevent the occurrence of any Event of Default (or any event which, after notice or the lapse of time or both would become, an Event of Default) with respect to the CDCI Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseSubordinated Securities hereunder.

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder of Senior Notes Subordinated Securities issued hereunder likewise covenants and agrees, that the Senior Notes Subordinated Securities shall be issued subject to the provisions of this Article VIVII; and each Holder of a Senior NoteSubordinated Security, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes Subordinated Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of (i) with respect to Senior Subordinated Securities issued by a bank or savings association, all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “incurred or (ii) with respect to Senior Indebtedness” meansSubordinated Securities issued by a Bank Holding Company or Savings and Loan Holding Company, any Senior Indebtedness of the Company in accordance with applicable regulations governing Bank Holding Companies or Savings and Loan Holding Companies. (c) No provision of this Article VII shall prevent the occurrence of any Event of Default (or any event which, after notice or the lapse of time or both would become, an Event of Default) with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseSubordinated Securities hereunder.

Agreement to Subordinate. (a) The Company Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Senior Notes issued hereunder a Note likewise covenants and agreesagrees by its acceptance thereof, that the Senior obligation of the Company to make any payment on account of the principal and interest on each and all of the Notes shall be issued subject to the provisions of this Article VI; subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject junior in right of payment to the prior Company’s Obligations to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all Obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal or interest on the Notes. In the event of any such proceeding, after payment in full of all claims sums owing with respect to Senior Indebtedness, the Holders of the Notes, together with the holders of any Obligations of the Company Ranking on a Parity with the Notes, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal and interest on the Notes before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any Obligations of the Company Ranking Junior to the Notes. In addition, subject to the provisions of Section 12.03, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or Notes, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, shall be received by the Trustee or any Holder of the Notes before all Senior Indebtedness is paid in full and if such Holder or the Trustee, as the case may be, receiving such payment is aware at the time of receipt that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Holder, be held in trust for the benefit of the holders of Senior Indebtedness or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company’s depositors, if applicableand, and in each case, shall be applied to the payment of all amounts then due and payable Senior Indebtedness remaining unpaid, until all such Senior Indebtedness shall have been paid in respect full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. For purposes of this paragraph only, whether outstanding the words, “cash, property or Notes” shall not be deemed to include shares of capital stock of the Company, or indebtedness of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the date of this Agreement time be outstanding to substantially the same extent as, or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notesa greater extent than, the principal Notes are so subordinated as provided in this Article 12. For the avoidance of (and premiumdoubt, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization foregoing provisions relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on preference of the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued be affected by the conversion of the Notes into shares of Common Stock of the Company. The subordination provisions of the foregoing paragraph shall not be applicable to any statutory amounts at the time due and owing on the Notes on account of the unpaid principal or interest on the Notes for the payment of which funds have been deposited in trust created with the Trustee or have been set aside by the Company for in trust in accordance with the purpose provisions of issuing trust preferred securities in connection with this Indenture; nor shall such issuance provisions impair any rights, interests, remedies or powers of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees secured creditor of the Company in respect of any security the equity securities creation of which is not prohibited by the provisions of this Indenture. If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or other securities (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no cash payments shall be made by the Company with respect to the principal or interest on the Notes. The provisions of this paragraph shall not apply to any payment with respect to which the first paragraph of this Section 12.01 would be applicable. The securing of any financing entity referred Obligations of the Company Ranking on a Parity with the Notes or Ranking Junior to in clausethe Notes shall not be deemed to prevent such Obligations from constituting Obligations of the Company Ranking on a Parity with the Notes or Ranking Junior to the Notes. 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 of its properties and assets substantially as an entirety to another Person shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 12.01.

Agreement to Subordinate. (a) The Company Company, for itself, is successors and assigns, covenants and agrees, and each Holder holder of Senior Notes issued hereunder a Security of any series likewise covenants and agreesagrees by his acceptance thereof, that the Senior Notes shall be issued subject to the provisions obligation of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company to make any payment on account of the principal of and interest on each and all Senior Notes issued hereunder shall, to of the extent Securities of any series shall be subordinate and in the manner hereinafter set forth, be subordinated and subject junior in right of payment to the prior Company's obligations to the holders of Senior Indebtedness of the Company. In the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in full of all claims sums owing with respect to Senior Indebtedness of the Company’s depositors, if applicablethe holders of the Securities of each series, and all together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts then at the time due and payable in respect owing on account of Senior Indebtednessunpaid principal of and interest on the Securities of any series before any payment or other distribution, whether outstanding at in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect Company ranking junior to the Senior NotesSecurities. In addition, in the principal event of (and premium, if any) and interestany such proceeding, if any (including interest accruing on payment or after distribution of assets of the filing Company of any petition kind or character whether in bankruptcy cash, property or for reorganization relating securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the Companypayment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, whether such payment or not such claim distribution shall be held in trust for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date benefit of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions shall be paid over to the holders of such Indebtedness; provided, however, that Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior Indebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall not include (A) any Indebtedness issued have been paid in full, after giving effect to any statutory trust created by concurrent payment or distribution to the Company for the purpose holders of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees Indebtedness of the Company. The obligations of the Company in respect of the equity securities Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this Article shall apply to claims of, or other securities payments to, the Trustee under or pursuant to Section 7.6. The subordination provisions of the foregoing paragraph and Section 14.9 shall not be applicable to amounts at the time due and owing on the Securities of any financing entity series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Indenture; nor shall such provisions impair any rights, interests, or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture. The Company shall give written notice to the Trustee within 10 Business Days after the occurrence of (i) any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, (ii) any Event of Default described in 6.1(d) or 6.1(e), or (iii) any event specified in Section 14.9. The Trustee, subject to the provisions of Section 7.1, shall be entitled to assume that, and may act as if, no such event referred to in clausethe preceding sentence has occurred unless a Responsible Officer of the Trustee assigned to the Trustee's corporate trust department has received at the principal office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee or representative therefor (who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee or representative) written notice thereof. Upon any distribution of assets of the Company referred to in this Article, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon, and all other facts pertinent thereto or to this Article, and the Trustee, subject to the provisions of Article Seven, and the holders of the Securities of each series shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the holders of the Securities of each series for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. (a) The Company covenants and agreesthe Guarantor covenant and agree, and each Holder holder of Senior Notes Securities issued hereunder and under any supplemental indenture or by any resolutions by the Boards of Directors of the Company and the Guarantor ("Additional Provisions") by such Securityholder's acceptance thereof likewise covenants and agrees, that the Senior Notes all Securities shall be issued subject to the provisions of this Article VIXV; and each Holder holder of a Senior NoteSecurity, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) . The payment by the Company of the principal of of, premium, if any, and interest on all Senior Notes Debt Securities and the payment by the Guarantor of any obligation due under any Guarantees issued hereunder and under any Additional Provisions shall, to the extent and in the manner hereinafter set forth, be subordinated and subject junior in right of payment to the prior payment in full of all claims Senior Indebtedness of the Company’s depositorsCompany or the Guarantor, if applicableas the case may be, and all amounts then due rank pari passu and payable equivalent to creditor obligations of those holding general unsecured claims not entitled to statutory priority under the United States Bankruptcy Code or otherwise, in respect of Senior Indebtedness, each case whether outstanding at the date of this Agreement Indenture or thereafter incurred. The term “Senior Indebtedness” means, with respect to No provision of this Article XV shall prevent the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing occurrence of any petition in bankruptcy default or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date Event of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseDefault hereunder.

Agreement to Subordinate. (a) The Company Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Senior Notes issued hereunder a Security likewise covenants and agreesagrees by his acceptance thereof, that the Senior Notes shall be issued subject to the provisions obligation of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company to make any payment on account of the principal of Principal and interest on each and all Senior Notes issued hereunder shall, to of the extent Securities shall be subordinate and in the manner hereinafter set forth, be subordinated and subject junior in right of payment to the prior Company’s obligations to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the Principal or interest on the Securities. In the event of any such proceeding, after payment in full of all claims sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Company Ranking on a Parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid Principal and interest on the Securities before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Ranking Junior to the Securities. In addition, subject to the provisions of Section 11.03, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or any Holder of the Securities before all Senior Indebtedness is paid in full and if such Securityholder or the Trustee, as the case may be, receiving such payment is aware at the time or receipt that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Securityholder, be held in trust for the benefit of the holders of Senior Indebtedness or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company’s depositors, if applicableand, and all amounts then due and payable in respect of Senior Indebtednesseach case, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect shall be applied to the payment of all Senior NotesIndebtedness remaining unpaid, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not until all such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued have been paid in full, after giving effect to any statutory concurrent payment or distribution to the holders of such Senior Indebtedness. For purposes of this paragraph only, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 11. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities on account of the unpaid Principal or interest on the Securities for the payment of which funds have been deposited in trust created with the Trustee or have been set aside by the Company for in trust in accordance with the purpose provisions of issuing trust preferred securities in connection with this Indenture; nor shall such issuance provisions impair any rights, interests, remedies or powers of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees secured creditor of the Company in respect of any security the equity securities creation of which is not prohibited by the provisions of this Indenture. If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or other securities (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Company with respect to the Principal or interest on the Securities. The provisions of this paragraph shall not apply to any payment with respect to which the first paragraph of this Section 11.01 would be applicable. The securing of any financing entity referred obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities shall not be deemed to prevent such obligations from constituting obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities. 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 of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in clauseArticle 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 11.01 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the conditions set forth in Article 5.

Agreement to Subordinate. (a) The Company Company, for itself, its successors and assigns, covenants and agrees, and each Holder holder of Senior Notes issued hereunder a Security of any series likewise covenants and agreesagrees by his acceptance thereof, that the Senior Notes Securities of any series shall be issued subject to the provisions of this Article VI; subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject junior in right of payment to all Senior Indebtedness of the prior Company, and that upon any payment or distribution of assets of the Company upon any liquidation, dissolution, winding-up, reorganization, assignment for benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructurings or similar proceedings or in connection with any insolvency or bankruptcy proceedings of the Company, the holders of Senior Indebtedness of the Company shall first be entitled to receive payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any, on such Senior Indebtedness before any (including payment shall be made on account of the principal of or interest accruing on or after any of the filing Securities. In the event of any petition such proceeding, after payment in bankruptcy or for reorganization relating full of all sums owing with respect to Senior Indebtedness of the Company, whether the holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or not such claim for post petition interest is allowed in such proceedings), on all Indebtednessother distribution, whether outstanding in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the date Company ranking junior to the Securities. In addition, in the event of execution any such proceeding, if any payment or distribution of this Agreementassets of the Company of any kind or character, whether in cash, property or hereafter createdsecurities, assumed including any such payment or incurreddistribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and any deferrals, renewals or extensions shall be paid over to the holders of such Indebtedness; provided, however, that Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior Indebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall not include (A) any Indebtedness issued have been paid in full, after giving effect to any statutory trust created by concurrent payment or distribution to the Company for the purpose holders of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees Indebtedness of the Company. The obligations of the Company in respect of the equity securities Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this Article shall apply to claims of, or other securities payments to, the Trustee under or pursuant to Section 7.06. The Company shall give prompt written notice to the Trustee of any financing entity insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary and of any event specified in Section 14.09. The Trustee, subject to the provisions of Section 7.01, shall be entitled to assume that, and may act as if, no event referred to in clausethe preceding sentence has occurred unless a Responsible Officer of the Trustee assigned to the Trustee's Corporate Trustee Administration Department has received at the principal office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee or representative therefor (who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee or representative) written notice thereof. Upon any distribution of assets of the Company referred to in this Article, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon, and all other facts pertinent thereto or to this Article, and the Trustee, subject to the provisions of Article VII, and the holders of the Securities of each series shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the holders of the Securities of each series for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The Securities shall rank pari passu with, and shall not be superior in right of payment to, any securities issued and outstanding under the Existing Indenture.

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise covenants by accepting a Security consents and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment Indebtedness evidenced by the Company Securities and the payment of the principal of and interest on all Senior Notes issued hereunder shallthe Securities is subordinated in right of payment, to the extent and in the manner hereinafter set forthprovided in this Article, be subordinated and subject in right of payment to the prior payment in full full, in cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, of all claims of the Company’s depositors, if applicable, and all amounts then Obligations due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, Debt whether outstanding on the date of execution of this Agreement, hereof or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company subordination herein is for the purpose benefit of issuing trust preferred securities in connection with such issuance the holders of IndebtednessSenior Debt. (b) For purposes of this Article 10, which a payment or distribution on account of the Securities may consist of cash, property or securities, by set-off or otherwise, and a payment or distribution on account of any of the Securities shall in include, without limitation, any redemption, purchase or other acquisition of the Securities. (c) The agreement to subordinate set forth herein includes, for all cases be junior to such Senior Notespurposes under this Article, (B) any guarantees the agreement of the Company, the Guarantor and the Holders of Securities that the Obligations of the Guarantor under the Guarantee, and the Obligations of the Company and the Guarantor under the Collateral Documents, are also subordinated in right of payment, to the extent and in the manner provided in this Article, to the prior payment in full, in cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, of all Obligations due in respect of Senior Debt whether outstanding on the equity securities date hereof or hereafter incurred, and that the subordination herein is for the benefit of the holders of Senior Debt. This agreement to subordinate set forth herein also includes, for all purposes under this Article, the application of available cash proceeds upon an Event of Default in the manner set forth in the Intercreditor Agreement. (d) The priorities of the liens, claims, encumbrances, security interests or other securities interests established, altered or specified in this Indenture are applicable irrespective of the time or order of attachment or perfection (or the lack of attachment or perfection) thereof, the method of perfection, the time or order of filing of financing statements or the taking of possession, or the giving of or failure to give notice of the acquisition or expected acquisition of purchase money or other security interests or otherwise and irrespective of any financing entity referred other law, decision, fact, circumstance, act or occurrence that might otherwise affect the priorities established under this Indenture. For all purposes of this Indenture, the provisions of this Article that apply to in clausethe Company and its Obligations under the Securities shall similarly apply to the Obligations of the Company and the Guarantor under the Collateral Documents and the Obligations of the Guarantor under the Guarantee.

Agreement to Subordinate. (a) The Company covenants and agreesand, and by its acceptance hereof, each Holder of Senior Notes issued hereunder likewise covenants and agrees, agrees that the Senior Notes shall be issued subject to indebtedness of the provisions of Company evidenced by this Article VI; and each Holder of a Senior Note, whether upon original issue for principal, interest or upon transfer any other amount payable under or assignment thereofin respect hereof and all rights or claims arising out of or associated with such Indebtedness (the “Subordinated Obligations”), accepts shall be junior and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject subordinate in right of payment to the prior payment in full in cash of all claims Senior Indebtedness, in accordance with the provisions of this Section [ ]. Each holder of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements of the Company and the holder of this Note contained in this Section [ ]. The provisions of this Section [ ] shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Company’s depositors. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section [ ]), if applicablethe Company shall not make, and all no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts then due and payable in respect thereunder, of Senior Indebtednessany kind whatsoever (including without limitation by distribution of assets, whether outstanding at the date of this Agreement set off, exchange or thereafter incurred. The term “Senior Indebtedness” means, any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Notes, Indebtedness remains outstanding unless permitted by the terms of the Senior Credit Agreement. Holder may receive regularly scheduled payments of principal and interest in respect of (and premium, if any) and interest, if any (including interest accruing on or after the filing Subordinated Obligations in accordance with the terms of any petition in bankruptcy or for reorganization relating this Note except to the Company, whether extent and at the times prohibited or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on restricted by the date of execution provisions of this Section [ ]. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section [ ] or the priority of the Liens (as defined in the Senior Credit Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions ) granted to the holders of such Indebtedness; provided, however, that the Senior Indebtedness by the Company. No Holder shall not include (A) take, accept or receive any Indebtedness issued to any statutory trust created by collateral security from the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees payment of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseSubordinated Obligations.

Agreement to Subordinate. The holder hereof (athe "Subordinated Creditor") The Company covenants and agrees, and the Borrower each Holder of Senior Notes issued hereunder likewise covenants and agrees, agree that the Senior Notes Affiliate Subordinated Debt is and shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallsubordinate, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims obligations of the Company’s depositorsBorrower now or hereafter existing under (a) the Four-Year Credit Agreement and the 364-Day Credit Agreement, if applicableeach dated as of July __, 2001, as from time to time in effect (the "Credit Agreements"), among the Borrower, the financial institution(s) party thereto and Credit Suisse First Boston, as Agent for such financial institution(s), and all amounts then due the Notes issued pursuant thereto and payable in respect of Senior Indebtedness, whether outstanding at (b) such instruments and documents as may be listed on Schedule I hereto on the date of this Agreement execution hereof or thereafter incurred. The term “from time to time added to said Schedule I by a writing signed by the Borrower and the Subordinated Creditor (such instruments and documents being referred to herein collectively as the "Senior Indebtedness” meansDebt Documents", with respect which phrase "Senior Debt Documents" shall not include any such instruments and/or documents as may be deleted from said Schedule I from time to time by a writing signed by the Borrower and the Subordinated Creditor, which deletion or deletions shall require the consent of no other Person or Persons except to the Senior Notesextent that the Borrower has otherwise agreed in writing with, or for the principal of benefit of, such other Person or Persons), whether for principal, interest (and premiumincluding, if any) and without limitation, interest, if any as provided in the Notes and in the debt instruments included in the Senior Debt Documents (including interest such debt instruments included in the Senior Debt Documents being referred to herein collectively as the "Senior Debt Instruments"), accruing on or after the filing of a petition initiating any petition proceeding referred to in bankruptcy or for reorganization relating to the CompanySection 3(a), whether or not such interest accrues after the filing of such petition for purposes of the Federal Bankruptcy code or is an allowed claim for post petition interest is allowed in such proceedingsproceeding), on all Indebtednessfees, whether outstanding on expenses or otherwise (such obligations of the date of execution Borrower under the Credit Agreements and the Senior Debt Documents being the "Obligations"). For the purposes of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness the Obligations shall not include be deemed to have been paid in full until (Ai) any Indebtedness issued with respect to any statutory trust created by the Company for Lenders, the purpose Termination Date under each Credit Agreement shall have occurred and (ii) with respect to each Senior Creditor, the obligation under each of issuing trust preferred securities in connection with such issuance of Indebtednessits respective Senior Debt Documents to extend credit, which disburse funds or acquire a debt instrument shall in all cases be junior to such have terminated and unless the Lenders, the creditors under the Senior Notes, Debt Documents and the holders (Bother than the Lenders) any guarantees of the Company in respect of the equity securities or other securities of any financing entity Senior Debt Instruments (such creditors and holders being referred to collectively herein as the "Senior Creditors") shall have received payment of their respective Obligations in clausefull in cash. The Borrower and the Subordinated Creditor shall endorse on any instrument evidencing Affiliate Subordinated Debt a statement to the effect that it is subject to these terms of subordination.

Agreement to Subordinate. (a) The Company Company, for itself, its ------------------------ successors and assigns, covenants and agrees, and each Holder holder of Senior Notes issued hereunder a Security of any series likewise covenants and agreesagrees by his acceptance thereof, that the Senior Notes shall be issued subject to the provisions obligation of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company to make any payment on account of the principal of and interest on each and all Senior Notes issued hereunder shall, to of the extent Securities of any series shall be subordinate and in the manner hereinafter set forth, be subordinated and subject junior in right of payment to the prior Company's obligations to the holders of Senior Indebtedness of the Company, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding- up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full in cash before any payment shall be made on account of the principal of or interest on any of the Securities (except that Holders may receive payments and other distributions made from any defeasance trust created pursuant to SECTION 15.01 hereof). In the event of any such proceeding, after payment in full in cash of all claims sums owing with respect to Senior Indebtedness of the Company’s depositors, if applicablethe holders of the Securities of each series, and all together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts then at the time due and payable in respect owing on account of Senior Indebtednessunpaid principal of and interest on the Securities of any series before any payment or other distribution, whether outstanding at in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect Company ranking junior to the Senior NotesSecurities. In addition, in the principal event of (and premium, if any) and interestany such proceeding, if any (including interest accruing on payment or after distribution of assets of the filing Company of any petition kind or character whether in bankruptcy cash, property or for reorganization relating securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the Companypayment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, whether such payment or not such claim distribution shall be held in trust for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date benefit of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions shall be paid over to the holders of such Indebtedness; provided, however, that Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior Indebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall not include (A) any Indebtedness issued have been paid in full, after giving effect to any statutory trust created by concurrent payment or distribution to the Company for the purpose holders of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees Indebtedness of the Company. The obligations of the Company in respect of the equity securities Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this SECTION 14.01 shall apply to claims of, or other securities payments to, the Trustee under or pursuant to SECTION 7.06. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities of any financing entity series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Indenture; nor shall such provisions impair any rights, interests, or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture. The Company shall give prompt written notice to the Trustee of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary. The Trustee, subject to the provisions of SECTION 7.01, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Trustee assigned to the Trustee's corporate trust department has received at the principal office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee therefor (who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Company referred to in clausethis Article, the Trustee and holders of the Securities of each series shall be entitled to rely conclusively upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon, and all other facts pertinent thereto or to this Article, and the Trustee, subject to the provisions of Article VII, and the holders of the Securities of each series shall be entitled to rely conclusively upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the holders of the Securities of each series for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely conclusively upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Section, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. (a) The Company covenants Notwithstanding anything to the contrary contained herein, the Company, for itself and agreesits successors, each of the Guarantors, for itself and its successors, and each Holder Holder, by his or her acceptance of Senior Notes issued hereunder likewise covenants and agreesNotes, agrees that the Senior Notes shall be issued subject payment of all Obligations owing to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company Holders in respect of the principal Notes is subordinated in right of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article Ten, be subordinated and subject in right of payment to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt or Guarantor Senior Debt, as the case may be, of all claims of Obligations on Senior Debt or Guarantor Senior Debt, as the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at case may be (including the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, Obligations with respect to the Credit Agreement and the Senior NotesNotes that constitute Senior Debt or Guarantor Senior Debt, as the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtednesscase may be, whether outstanding on the Issue Date or thereafter incurred and including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt or Guarantor Senior Debt, as the case may be, whether or not a claim for such interest would be allowed in such proceeding). Notwithstanding the foregoing, the Holders may receive and retain Permitted Junior Securities and payments and distributions made relating to the Notes from the trust established pursuant to Article Eight shall not be so subordinated in right of payment, so long as the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement, the Senior Notes or any other Senior Debt or Guarantor Senior Debt) with respect to the trust established pursuant to Article Eight are satisfied on the date of execution of this Agreementany deposit pursuant to said trust. This Article Ten shall constitute a continuing offer to all Persons who become holders of, or hereafter createdcontinue to hold, assumed Senior Debt or incurredGuarantor Senior Debt, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company provisions are made for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees benefit of the Company in respect holders of the equity securities Senior Debt or other securities Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of any financing entity referred to in clausethem may enforce such provisions.

Agreement to Subordinate. (a) The Company Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Senior Notes issued hereunder a Security likewise covenants and agreesagrees by his acceptance thereof, that the Senior Notes shall be issued subject to the provisions obligation of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company to make any payment on account of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interestinterest on each and all of the Securities shall be subordinate and junior in right of payment to the Company's obligations to the holders of Senior Indebtedness and, if any under the circumstances described in clause (including interest accruing on or after ii) of this sentence, to the filing holders of Additional Senior Obligations, to the extent provided herein, and that in the case of any petition in bankruptcy insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or for reorganization similar proceedings or any liquidation or winding-up of or relating to the CompanyCompany as a whole, whether voluntary or not such claim for post petition interest is allowed in such proceedings)involuntary, on (i) all Indebtedness, whether outstanding on the date obligations to holders of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include be entitled to be paid in full before any payment shall be made on account of the principal of (and premium, if any) or interest on the Securities and, (ii) if after giving effect to the operation of clause (i) above, (A) any amount of cash, property or securities remains available for payment or distribution in respect of the Securities ("Excess Proceeds") and (B) creditors in respect of Additional Senior Obligations have not received payment in full of amounts due or to become due thereon or payment of such amounts have not been duly provided for, then such Excess Proceeds shall first be applied to pay or provide for the payment in full of all such Additional Senior Obligations before any payment shall be made on account of the principal of (and premium, if any) or interest on the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness issued and Additional Senior Obligations, the Holders of the Securities, together with the holders of any obligations of the Company Ranking on a Parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Ranking Junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness and Additional Senior Obligations are paid in full and if the Holder or the Trustee, as the case may be, receiving such payment is aware at the time of receipt that all Senior Indebtedness and Additional Senior Obligations have not been paid in full, then such payment or distribution shall, if received by any Holder, be held in trust for the benefit of the holders of Senior Indebtedness and/or Additional Senior Obligations, as the case may be or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company, and, in each case, shall be applied to the payment of all Senior Indebtedness and Additional Senior Obligations remaining unpaid, until all such Senior Indebtedness and Additional Senior Obligations shall have been paid in full, after giving effect to any statutory concurrent payment or distribution to the holders of such Senior Indebtedness and Additional Senior Obligations. For purposes of this paragraph only, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness and Additional Senior Obligations which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities on account of the unpaid principal of (and premium, if any) or interest on the Securities for the payment of which funds have been deposited in trust created with the Trustee or have been set aside by the Company for in trust in accordance with the purpose provisions of issuing trust preferred securities in connection with this Indenture; nor shall such issuance provisions impair any rights, interests, remedies or powers of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees secured creditor of the Company in respect of any security the equity securities creation of which is not prohibited by the provisions of this Indenture. If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or other securities (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Company with respect to the principal of (or premium, if any) or interest on the Securities. The provisions of this paragraph shall not apply to any payment with respect to which the first paragraph of this Section would be applicable. The securing of any financing entity referred obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities shall not be deemed to prevent such obligations from constituting obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities. 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 of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in clauseArticle Eight shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the conditions set forth in Article Eight.

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder holder of Senior Notes issued hereunder likewise covenants and the Debentures by its acceptance thereof agrees, that the Senior Notes shall be issued subject to the provisions notwithstanding any other provision of this Article VI; and each Holder of a Senior NoteAgreement or the Debentures, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The the payment by the Company of the principal of and interest on each and all Senior Notes issued hereunder shallof the Debentures shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims Indebtedness of the Company’s depositorsCompany at any time outstanding for money borrowed from commercial banks, if applicableincluding any extensions, and all amounts then due and payable in respect of Senior Indebtednessrenewals, whether outstanding at the date of this Agreement modifications or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtednessrefinancings thereof, whether outstanding on the date of execution of this Agreement, hereof or hereafter createdcreated or incurred, assumed which is not by its terms subordinate and junior to or on parity with the Debentures and which is permitted hereby at the time it is created or incurred, and that such subordination is for the benefit of and may be enforced by the holder(s) of Senior Debt against the Company and any deferralsholder of the Debentures. Furthermore, renewals each holder of a Junior Debenture, by his or extensions of such Indebtedness; provided, howeverher acceptance thereof agrees, that Senior notwithstanding any other provision of this Agreement or the Junior Debentures, the payment of the principal of and interest on each and all of the Junior Debentures shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to the prior payment in full of all Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect under the Senior Debentures, and that such subordination is for the benefit of and may be enforced by the holders of Senior Debt against the Company and any holder of the equity securities or other securities Junior Debentures. Such Indebtedness of any financing entity the Company to which the Debentures are subordinate and junior is referred to herein as "Senior Debt", and in clausethe case of the Junior Debentures, the term Senior Debt shall also include any obligations of the Company under the Senior Debentures. Each holder of Debentures by its acceptance thereof agrees to execute, acknowledge and deliver such instruments, subordination agreements, inter-creditor agreements and other agreements as any holder of Senior Debt may from time to time request which are not on terms inconsistent with the terms hereunder in order to confirm, reflect and implement such subordination.

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise covenants by accepting a Security consents and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment Indebtedness evidenced by the Company Securities and the payment of the principal of and interest on all Senior Notes issued hereunder shallthe Securities is subordinated in right of payment, to the extent and in the manner hereinafter set forthprovided in this Article, be subordinated and subject in right of payment to the prior payment in full full, in cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, of all claims of the Company’s depositors, if applicable, and all amounts then Obligations due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, Debt whether outstanding on the date of execution of this Agreement, hereof or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company subordination herein is for the purpose benefit of issuing trust preferred securities in connection with such issuance the holders of IndebtednessSenior Debt. (b) For purposes of this Article 10, which a payment or distribution on account of the Securities may consist of cash, property or securities, by set-off or otherwise, and a payment or distribution on account of any of the Securities shall in include, without limitation, any redemption, purchase or other acquisition of the Securities. (c) The agreement to subordinate set forth herein includes, for all cases be junior to such Senior Notespurposes under this Article, (B) any guarantees the agreement of the Company, the Guarantor and the Holders of Securities that the Obligations of the Guarantor under the Guarantee, and the Obligations of the Company and the Guarantor under the Collateral Documents, are also subordinated in right of payment, to the extent and in the manner provided in this Article, to the prior payment in full, in cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, of all Obligations due in respect of Senior Debt whether outstanding on the equity securities date hereof or hereafter incurred, and that the subordination herein is for the benefit of the holders of Senior Debt. (d) The priorities of the liens, claims, encumbrances, security interests or other securities interests established, altered or specified in this Indenture are applicable irrespective of the time or order of attachment or perfection (or the lack of attachment or perfection) thereof, the method of perfection, the time or order of filing of financing statements or the taking of possession, or the giving of or failure to give notice of the acquisition or expected acquisition of purchase money or other security interests or otherwise and irrespective of any financing entity referred other law, decision, fact, circumstance, act or occurrence that might otherwise affect the priorities established under this Indenture. For all purposes of this Indenture, the provisions of this Article that apply to in clausethe Company and its Obligations under the Securities shall similarly apply to the Obligations of the Company and the Guarantor under the Collateral Documents and the Obligations of the Guarantor under the Guarantee.

Agreement to Subordinate. (a) The Company Issuer, for itself, its successors and assigns, covenants and agrees, and each Holder of Senior Notes issued hereunder a Debt Security likewise covenants and agreesagrees by such Xxxxxx's acceptance thereof, that the Senior Notes shall be issued subject obligation of the Issuer to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The make any payment by the Company on account of the principal of and interest on each and all Senior Notes issued hereunder of the Debt Securities shall, to the extent and in the manner hereinafter set forthprovided herein, be subordinated subordinate and subject junior in right of payment to the prior Issuer's obligations to the holders of Senior Indebtedness. In the event of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up of or relating to the Issuer as a whole, whether voluntary or involuntary, all obligations of the Issuer to holders of Senior Indebtedness shall be entitled to be paid in full before any payment, whether in cash, property or otherwise, shall be made on any account of the principal of or interest on any of the Debt Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders shall be entitled ratably to be paid from the remaining assets of the Issuer the amounts at the time due and owing on account of unpaid principal of and interest, if any, on the Debt Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities (other than securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Debt Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Debt Securities, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full, such payment or distribution shall be held (in trust if received by such Holders) for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Debt Securities on account of the unpaid principal of or interest, if any, on the Debt Securities for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Issuer in trust in accordance with the provisions of this Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Issuer in respect of any security the creation of which is not prohibited by the provisions of this Indenture. The Holders of Debt Securities and the Trustee, in respect of any claims of the Company’s depositorsHolders to payment of any principal or interest in respect of any Debt Securities, if applicableby their acceptance thereof will be deemed to have waived any right of set-off or counterclaim that such Holders or (subject to Section 6.07) the Trustee, respectively, in such respect, might otherwise have. The Issuer shall give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to the Issuer as a whole, whether voluntary or involuntary, or of any default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in respect of the Debt Securities under this Section. The Trustee, subject to the provisions of Section 6.01, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Trustee assigned to the Corporate Trust Office has received at the Corporate Trust Office of the Trustee from the Issuer or any one or more holders of Senior Indebtedness or any receiver or conservator of the Issuer (who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Issuer referred to in this Article, the Trustee and Holders shall be entitled to rely conclusively upon a certificate of the receiver or conservator, or any order or decree entered by a court of competent jurisdiction, or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all amounts then due and payable other facts pertinent thereto or to this Article. In the absence of a certificate from any such liquidating trustee, receiver, conservator, agent or other Person, the Trustee, subject to Section 6.01, shall be entitled to rely conclusively upon a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in its discretion, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness, whether outstanding at to participate in any payment or distribution pursuant to this Section, the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior NotesIndebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the principal of (and premium, if any) and interest, if Trustee may defer any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating payment to such Person pending judicial determination as to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions right of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued Person to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with receive such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clausepayment.

Agreement to Subordinate. The Representative of the holder of the Non-Affiliated Subordinated Debt, by its acceptance thereof (athe "Subordinated Creditor") The Company covenants and agrees, and the Borrower each Holder of Senior Notes issued hereunder likewise covenants and agrees, agree that the Senior Notes Non-Affiliate Subordinated Debt is and shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallsubordinate, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims obligations of the Company’s depositorsBorrower now or hereafter existing under (a) the Four-Year Credit Agreement and the 364-Day Credit Agreement, if applicableeach dated as of July __, 2001, as from time to time in effect (the "Credit Agreements"), among the Borrower, the financial institutions party thereto and Credit Suisse First Boston, as Agent for such financial institutions, and all amounts then due the Notes issued pursuant thereto and payable in respect of Senior Indebtedness, whether outstanding at (b) such instruments and documents as may be listed on Schedule I hereto on the date of this Agreement execution hereof or thereafter incurred. The term “from time to time added to said Schedule I by a writing signed by the Borrower and the Subordinated Creditor (such instruments and documents being referred to herein collectively as the "Senior Indebtedness” meansDebt Documents", with respect which phrase "Senior Debt Documents" shall not include any such instruments and/or documents as may be deleted from said Schedule I from time to time by a writing signed by the Borrower and the Subordinated Creditor, which deletion or deletions shall require the consent of no other Person or Persons except to the Senior Notesextent that the Borrower has otherwise agreed in writing with, or for the principal of benefit of, such other Person or Persons), whether for principal, interest (and premiumincluding, if any) and without limitation, interest, if any as provided in the Notes and in the debt instruments included in the Senior Debt Documents (including interest such debt instruments included in the Senior Debt Documents being referred to herein collectively as the "Senior Debt Instruments"), accruing on or after the filing of a petition initiating any petition proceeding referred to in bankruptcy or for reorganization relating to the CompanySection 3(a), whether or not such interest accrues after the filing of such petition for purposes of the Federal Bankruptcy Code or is an allowed claim for post petition interest is allowed in such proceedingsproceeding), on all Indebtednessfees, whether outstanding on expenses or otherwise (such obligations of the date of execution Borrower under the Credit Agreements and the Senior Debt Documents being the "Obligations"). For the purposes of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness the Obligations shall not include be deemed to have been paid in full until the (Ai) any Indebtedness issued with respect to any statutory trust created by the Company for Lenders, the purpose Termination Date under each Credit Agreement shall have occurred and (ii) with respect to each Senior Creditor, the obligation under each of issuing trust preferred securities in connection with such issuance of Indebtednessits respective Senior Debt Documents to extend credit, which disburse funds or acquire a debt instrument shall in all cases be junior have terminated and unless the Lenders, the creditors to such the Senior Notes, (B) any guarantees Debt Documents and the holders of the Company in respect of the equity securities or other securities of any financing entity Senior Debt Instruments (such creditors and holders being referred to collectively herein as the "Senior Creditors") shall have received payment of their respective Obligations in clausefull in cash. The Borrower shall endorse on any instrument evidencing such Non-Affiliate Subordinated Debt a statement to the effect that is subject to these terms of subordination.

Agreement to Subordinate. (a) The Company Company, for itself, its successors and assigns, covenants and agrees, and each Holder holder of Senior Notes issued hereunder a Note likewise covenants and agreesagrees by his acceptance thereof, that the Senior Notes shall be issued subject to the provisions obligation of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company to make any payment on account of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interestinterest on each and all of the Notes shall be subordinate and junior in right of payment to the Company's obligations to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal of (and premium, if any) or interest on the Notes. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the holders of the Notes, together with the holders of any obligations of the Company Ranking on a Parity with the Notes, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Notes before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Ranking Junior to the Notes. In addition, subject to the provisions of Section 12.03, in the event of any such proceeding, if any (including interest accruing on payment or after distribution of assets of the filing Company of any petition kind or character, whether in bankruptcy cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, shall be received by the Trustee or any holder of the Notes before all Senior Indebtedness is paid in full and if such Noteholder or the Trustee, as the case may be, receiving such payment is aware at the time or receipt that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Noteholder, be held in trust for reorganization relating the benefit of the holders of Senior Indebtedness or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company, whether or not and, in each case, shall be applied to the payment of all Senior Indebtedness remaining unpaid, until all such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued have been paid in full, after giving effect to any statutory concurrent payment or distribution to the holders of such Senior Indebtedness. For purposes of this paragraph only, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article Twelve. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Notes on account of the unpaid principal of (and premium, if any) or interest on the Notes for the payment of which funds have been deposited in trust created with the Trustee or have been set aside by the Company for in trust in accordance with the purpose provisions of issuing trust preferred securities in connection with this Indenture; nor shall such issuance provisions impair any rights, interests, remedies or powers of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees secured creditor of the Company in respect of any security the equity securities creation of which is not prohibited by the provisions of this Indenture. If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or other securities (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Company with respect to the principal of (or premium, if any) or interest on the Notes. The provisions of this paragraph shall not apply to any payment with respect to which the first paragraph of this Section 12.01 would be applicable. The securing of any financing entity referred obligations of the Company Ranking on a Parity with the Notes or obligations Ranking Junior to the Notes shall not be deemed to prevent such obligations from constituting obligations of the Company Ranking on a Parity with the Notes or obligations Ranking Junior to the Notes. 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 of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in clauseArticle Nine shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 12.01 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the conditions set forth in Article Nine.

Agreement to Subordinate. (a) The Company covenants Borrowers, Senior Guarantors5 and, by its acceptance hereof, each Holder, jointly and agrees, severally covenant and each Holder of Senior Notes issued hereunder likewise covenants and agrees, agree that the indebtedness of any Borrower and of any Senior Notes shall be issued subject to the provisions of Guarantor evidenced by this Article VI; and each Holder of a Senior Note, whether upon original issue for principal, interest or upon transfer any other amount payable under or assignment thereofin respect hereof and all rights or claims arising out of or associated with such indebtedness (the “Subordinated Obligations”), accepts are and agrees to shall be bound by such provisions. (b) The payment by the Company of the principal of junior and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject subordinate in right of payment to the prior payment in full in cash or other immediately available funds of all claims Senior Indebtedness in accordance with the provisions of this Section X. Each holder of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements of Borrowers, Senior Guarantors and the Holder contained in this Section X. The provisions of this Section X shall continue to be effective and shall be reinstated if at any time any payment of any of the Company’s depositorsSenior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, if applicablebankruptcy or reorganization of any Borrower or any Senior Guarantor. Any provision of this Note to the contrary notwithstanding, Borrowers and Senior Guarantors shall not make, and all no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts then due and payable in respect thereunder, of Senior Indebtednessany kind whatsoever (including without limitation by distribution of assets, whether outstanding at the date of this Agreement set off, exchange or thereafter incurred. The term “Senior Indebtedness” means, any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date any letter of execution of this Agreement, credit issued under or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior the Senior Debt Documents or any commitment to such extend credit under the Senior Notes, (B) any guarantees of the Company Debt Documents remains outstanding. Holder may receive interest payments in respect of the equity securities Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or other securities restricted by the provisions of this Section X. In no event shall the Holder commence any financing entity referred action or proceeding to contest the provisions of this Section X or the priority of the Liens (as defined in clausethe Senior Credit Agreement) granted to the holders of the Senior Indebtedness by Borrowers and Senior Guarantors.

Agreement to Subordinate. (a) The Company Bank covenants and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company Bank of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, (i) all deposit liabilities of the Bank and (ii) the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing appointment of any petition in bankruptcy a receiver or for reorganization conservator relating to the CompanyBank, whether or not such claim for post petition appointment interest is allowed in such proceedingsallowed), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created other subordinated debt of the Bank that by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be its terms ranks pari passu or junior to such the Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseNotes issued hereunder or

Agreement to Subordinate. (a) The Company covenants and agrees, Borrower and each Holder of Senior Notes issued hereunder likewise covenants and agrees, the Subordinated Creditors agree that the Senior Notes Intercompany Subordinated Debt is and shall be issued subject to the provisions of this Article VI; subject, subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallrendered junior, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment payment, to the prior payment in cash in full of all claims Obligations of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior IndebtednessBorrower now existing or hereafter arising, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” meansfor (i) principal, with respect to the Senior Notes(ii) interest (including, the principal of (and premiumwithout limitation, if any) and interest, if any (including interest accruing on or after the filing of a petition initiating any petition proceeding referred to in bankruptcy or for reorganization relating to the CompanyCLAUSE (a) of SECTION 3, whether or not such allowed as a claim for post petition interest is allowed in such proceedingsproceeding), on all Indebtedness(iii) reasonable costs, whether outstanding on (iv) reasonable fees (including, without limitation, reasonable attorneys' fees and disbursements), (v) reasonable expenses, and (vi) otherwise (the date of execution Obligations specified in CLAUSES(a)(i) through (a)(vi) above are referred to collectively as the "SENIOR INDEBTEDNESS"). For purposes of this Subordination Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that the Senior Indebtedness shall not include (A) any be deemed to have been paid in cash in full until the Lenders shall have received full payment of the Senior Indebtedness issued to any statutory trust created in cash, which payment shall have been retained by the Company Lenders for a period of time in excess of all applicable preference or other similar periods under applicable bankruptcy, insolvency or creditors' rights laws. Each of the Borrower and the Subordinated Creditors waive notice of acceptance of this Subordination Agreement by the Lenders, and the Subordinated Creditors waive notice of and consent to the making, amount and terms of the Senior Indebtedness which may exist or be created from time to time and any renewal, extension, amendment or modification thereof, and any other lawful action which any Lender or Lenders in its and their sole and absolute discretion may take or omit to take with respect thereto. The provisions of this Section shall constitute a continuing offer made for the purpose benefit of issuing trust preferred securities in connection with and to all Lenders and each Lender is hereby irrevocably authorized to enforce such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseprovisions.

Agreement to Subordinate. (a) The Company Guarantor, for itself, its successors and assigns, covenants and agrees, and each Holder of Senior Notes issued hereunder Beneficiary likewise covenants and agreesagrees by his or her acceptance of the Guarantee, that the Senior Notes shall be issued subject obligation of Guarantor to the provisions make any payment on account of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interestinterest pursuant to the Guarantee shall be subordinate and junior in right of payment to Guarantor’s obligations to the holders of Senior Indebtedness. In the event of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up of or relating to Guarantor as a whole, whether voluntary or involuntary, all obligations of Guarantor to holders of Senior Indebtedness shall be entitled to be paid in full before any payment, whether in cash, property or otherwise, shall be made on any account of the principal (and premium, if any) or interest pursuant to the Guarantee. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Beneficiaries, together with the holders of Indebtedness Ranking on a Parity with the Guarantee, shall be entitled ratably to be paid from the remaining assets of Guarantor the amounts at the time due and owing on account of unpaid principal (and premium, if any) and interest pursuant to the Guarantee before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any Indebtedness Ranking Junior to the Guarantee or any capital stock. In addition, in the event of any such proceeding, if any (including interest accruing on payment or after the filing distribution of assets of Guarantor of any petition kind or character, whether in bankruptcy cash, property or securities (other than securities of Guarantor or any other corporation provided for by a plan of reorganization relating or readjustment the payment of which is subordinate, at least to the Companyextent provided in these subordination provisions with respect to the Guarantee, whether to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or not such claim for post petition interest is allowed in such proceedingsreadjustment), on including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of Guarantor being subordinated to the payment of the obligations under the Guarantee, shall be received by the Trustee or the Beneficiaries before all IndebtednessSenior Indebtedness is paid in full, whether outstanding on such payment or distribution shall be held (in trust if received by such Beneficiaries) for the date benefit of execution and shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee or custodian for application to the payment of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of all Senior Indebtedness remaining unpaid until all such Indebtedness; provided, however, that Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. The subordination provisions of the foregoing paragraph shall not include be applicable to amounts at the time due and owing on the Guarantee for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by Guarantor or Obligor in trust in accordance with the provisions of the Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of Guarantor in respect of any security the creation of which is not prohibited by the provisions of the Indenture. The Beneficiaries and the Trustee, in respect of any claims of such Beneficiaries to payment under the Guarantee, by their acceptance of the Guarantee will be deemed to have waived any right of set- off or counterclaim that such Beneficiaries or (Asubject to Section 6.7 of the Indenture) the Trustee, respectively, in such respect, might otherwise have. The securing of any Indebtedness issued Ranking on a Parity with the Guarantee or Indebtedness Ranking Junior to the Guarantee shall not be deemed to prevent such Indebtedness from constituting Indebtedness Ranking on a Parity with the Guarantee or Indebtedness Ranking Junior to the Guarantee, respectively. The securing of any Indebtedness for Money Borrowed of Guarantor otherwise constituting Indebtedness Ranking on a Parity with the Guarantee shall not be deemed to prevent such Indebtedness for Money Borrowed from constituting Indebtedness Ranking on a Parity with the Guarantee. The securing of any Indebtedness for Money Borrowed of Guarantor otherwise constituting Indebtedness Ranking Junior to the Guarantee shall not be deemed to prevent such Indebtedness for Money Borrowed from constituting Indebtedness Ranking Junior to the Guarantee. Guarantor shall give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to Guarantor as a whole, whether voluntary or involuntary, or of any default with respect to any statutory trust created Senior Indebtedness that would prevent the Trustee from making any payment in respect of the Guarantee under this Section. The Trustee, subject to the provisions of Section 6.1 of the Indenture, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Trustee assigned to the Corporate Trust Office has received at the Corporate Trust Office of the Trustee from Guarantor or any one or more holders of Senior Indebtedness or any trustee therefor (who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of Guarantor referred to in this Schedule 1, the Trustee and Beneficiaries shall be entitled to rely conclusively upon a certificate of the liquidating trustee or agent, or any order or decree entered by a court of competent jurisdiction, or other Person making any distribution to the Company Trustee or to the Beneficiaries for the purpose of issuing trust preferred securities ascertaining the Persons entitled to participate in connection with such issuance distribution, the holders of the Senior Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Schedule 1, and the Trustee, subject to the provisions of Article 6 of the Indenture, and the Beneficiaries shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Beneficiaries for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness of Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent to this Schedule 1. In the absence of any such liquidating trustee, agent or other Person, the Trustee, subject to Section 6.1 of the Indenture, shall be entitled to rely conclusively upon a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in its discretion, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or distribution pursuant to this Schedule 1, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which shall such Person is entitled to participate in all cases be junior such payment or distribution, and as to other facts pertinent to the rights of such Person under this Schedule 1, and if such evidence is not furnished, the Trustee may defer any payment to such Senior Notes, (B) any guarantees Person pending judicial determination as to the right of the Company in respect of the equity securities or other securities of any financing entity referred such Person to in clausereceive such payment.

Agreement to Subordinate. (a) The Company covenants and agreesBorrower and, and by its acceptance hereof, ------------------------ each Holder of Senior Notes issued hereunder likewise covenants and agrees, agree that the Senior Notes shall be issued subject to indebtedness of the provisions of Borrower evidenced by this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereoffor principal, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on any other amount payable under or in respect hereof and all Senior Notes issued hereunder shallrights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), to the extent shall be junior and in the manner hereinafter set forth, be subordinated and subject subordinate in right of payment to the prior payment in full in cash of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at in accordance with the date provisions of this Agreement Section X. Each holder of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements of the Borrower and the holder of this Note contained in this Section X. The provisions of this Section X shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or thereafter incurredmust otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. The term “Senior Indebtedness” meansAny provision of this Note to the contrary notwithstanding, the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Senior Notes, Subordinated Obligations at any time when any of the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company remains outstanding. Holder may receive interest payments in respect of the equity securities Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or other securities restricted by the provisions of this Section X. In no event shall the Holder commence any financing entity referred action or proceeding to contest the provisions of this Section X or the priority of the Liens (as defined in clausethe Senior Credit Agreements) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligations.

Agreement to Subordinate. (a) The Company covenants and agreesNotwithstanding the date, and each Holder time, method, manner or order of Senior Notes issued hereunder likewise covenants and agreesgrant, that the Senior Notes shall be issued subject attachment, or perfection of any Liens granted to the provisions of this Article VI; and each Holder of a Senior NoteCollateral Agent, whether upon original issue the Trustee, or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable Noteholders in respect of Senior Indebtedness, whether outstanding at all or any portion of the date Collateral or of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect any Liens granted to the Senior NotesLender in respect of all or any portion of the Collateral, or the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of Lender or the Collateral Agent (or the Trustee or any Noteholder) in any Collateral or any provision of the Uniform Commercial Code, any other applicable law, the principal Loan Documents or any other circumstance whatsoever, each of (the Lender and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings)Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby agrees that: (i) any Lien in respect of all Indebtednessor any portion of the Collateral now or hereafter held by or on behalf of the Collateral Agent, whether outstanding on the date of execution of this AgreementTrustee, or hereafter createdany Noteholder that secures all or any portion of the Indenture Secured Obligations, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases respects be junior and subordinate to such Senior Notesall Liens granted to the Lender in the Collateral to secure all or any portion of the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Lender Priority Debt Amount, and (Bii) any guarantees of the Company Lien in respect of all or any portion of the equity securities Collateral now or other securities hereafter held by or on behalf of the Lender that secures all or any financing entity referred portion of the Loan Agreement Secured Obligations in excess of the Maximum Lender Priority Debt Amount, shall in all respects be junior and subordinate to all Liens granted to the Collateral Agent, the Trustee or any Noteholder in clausethe Collateral to secure all or any portion of the Indenture Secured Obligations, (i) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the Lender that secures all or any portion of the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Lender Priority Debt Amount shall in all respects be senior and prior to all Liens granted to the Collateral Agent (or the Trustee or any Noteholder) in the Collateral to secure all or any portion of the Indenture Secured Obligations, and (ii) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the Collateral Agent, the Trustee, or any Noteholder that secures all or any portion of the Indenture Secured Obligations, shall in all respects be senior and prior to all Liens granted to the Lender in the Collateral to secure all or any portion of the Loan Agreement Secured Obligations in excess of the Maximum Lender

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise covenants by accepting a Security consents and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment Indebtedness evidenced by the Company Securities and the payment of the principal of of, and interest on all Senior Notes issued hereunder shalland other amounts owing with respect to, the Securities is subordinated in right of payment, to the extent and in the manner hereinafter set forthprovided in this Article, be subordinated and subject in right of payment to the prior indefeasible payment in full full, in cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, of all claims of the Company’s depositors, if applicable, and all amounts then Obligations due and payable in respect of Senior Indebtedness, whether outstanding at Debt of the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, Company whether outstanding on the date hereof or hereafter incurred and to the expiration of execution any commitment of any holder of Senior Debt to extend credit accommodations to the Company, and that the subordination is for the benefit of the holders of Senior Debt. (b) For purposes of this AgreementArticle X, a payment or distribution on account of the Securities may consist of cash, property or securities, by set-off or otherwise, and a payment or distribution on account of any of the Securities shall include, without limitation, any redemption, purchase or other acquisition of the Securities. (c) The Holders agree that the Securities are unsecured, and agree that no Holder nor the Trustee will, unless and until all of the Senior Debt shall have been fully paid and satisfied and all obligations of the holders of the Senior Debt to extend credit accommodations to the Company have terminated (i) accept any security interest from the Company or from any other Person or permit any Person (other than the Company) to become primarily or secondarily obligated for the Securities and (ii) in the event any Holder or the Trustee does obtain any such security interest for the Securities or any such primary or secondary obligations, at the request of any holder of the Senior Debt, each Holder hereby agrees to execute and deliver to such holder, and authorizes such holder to prepare and file where permitted by law, such termination statements and releases as such holder shall reasonably request or require to release the Holder’s or Trustee’s security interest in or lien against such property or such primary or secondary obligations. No Holder nor the Trustee shall challenge, and irrevocably waives any right it may have to challenge, the attachment, validity, perfection, priority or extent of the Senior Debt, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities lien of any financing entity referred to holder of Senior Debt or any representative thereof in clauseany collateral, in any judicial, administrative or alternative dispute resolution proceeding.

Agreement to Subordinate. Notwithstanding anything to the contrary contained in the terms of the 8% Obligation, the 12% Note or the Security Agreement dated as of March 31, 1998 (acollectively, the "NOTE DOCUMENTATION"), the parties agree that at all times from and after the Subordination Date (as defined below), the Issuer's remaining indebtedness to the Holder under the Debts shall be subordinated to Senior Indebtedness (as defined below). For purposes of this provision, the "SUBORDINATION DATE" shall mean the date upon which the Issuer has repaid an aggregate of One Hundred Fifty Thousand Dollars ($150,000) The Company covenants and agreesin principal amount of the Debts, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, provided that the Senior Notes Issuer shall be issued subject have cured any payment defaults occurring prior to the provisions that date. For purposes of this Article VI; and each Holder of a Senior Noteprovision, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of "SENIOR INDEBTEDNESS" shall mean the principal of and unpaid interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims indebtedness of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at Issuer incurred after the date of this Agreement for money borrowed from any bank, savings and loan or thereafter incurredother financial institution that is in the business of making accounts receivable, inventory and other asset-based loans and The Holder shall promptly execute any and all documentation requested by the holder of the Senior Indebtedness to evidence and perfect the subordination provided for in this paragraph. The term “Senior Indebtedness” meansNevertheless, this subordination shall be effective only in the event that Issuer is in full compliance with respect this Agreement and the Note Documentation and that the issuer is generally paying its indebtedness to third parties as it becomes due and is not otherwise insolvent from a balance sheet perspective. Notwithstanding anything to the Senior Notescontrary, the principal Note Documentation evidencing the Debts have not been amended at any time and constitute duly authorized, valid binding and continuing agreements and obligations of (and premiumIssuer, if any) and interestenforceable in accordance with its terms. Issuer has no claims, if any (including interest accruing on cross-claims, counter-claims, setoffs or after the filing defenses of any petition kind or nature which would in bankruptcy any way reduce or for reorganization relating offset the debts under the Note Documentation. Issuer further acknowledges and agrees that the Debts are secured by a properly perfected security interest of a first priority senior to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseconsensual liens.

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims contract rights of the Company’s depositorsMembers, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such IndebtednessIndebtedness including all contract rights of the Members; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities Trust Preferred Securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseclause (A) above, (C) any other subordinated debt of the Company that by its terms ranks pari passu or junior to the Senior Notes issued hereunder or

Agreement to Subordinate. (a) The Company covenants Except as provided herein, the ------------------------ Subordinated Creditors and agreesthe Borrower agree that, notwithstanding any lien or interest of the Subordinated Creditors now existing or hereafter arising, and each Holder notwithstanding the time, order or method of Senior Notes issued hereunder likewise covenants attachment, perfection, filing or recording of any security interest or lien or document related thereto, the Subordinated Debt is and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject subordinate in right of payment to the prior payment in full of all claims existing or hereafter arising obligations of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect Borrower to the Senior NotesAdministrative Agent and the Lenders under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) whether for principal, the principal of (and premium, if any) and interest, if any interest (including without limitation interest accruing on or after the filing of a petition initiating any petition in bankruptcy or for reorganization relating to the Company, similar type proceeding whether or not such interest accrues after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim for post petition interest is allowed in such proceedingsproceeding), on all Indebtednessfees, whether outstanding on expenses or otherwise (such obligations, including any renewals, refinancings or restructurings thereof, being the date of execution "Senior Obligations"). For the purposes of this Agreement, the Senior Obligations shall not be deemed to have been paid in full until and unless the Administrative Agent and the Lenders shall have received payment of all Senior Obligations in full in cash and the Credit Agreement shall have terminated. (b) Each Subordinated Creditor further agrees to and does hereby fully subordinate to the Administrative Agent and the Lenders all liens, security interests or other rights and interests, whether now existing or hereafter createdacquired by any Subordinated Creditor in any assets or property of the Borrower, assumed whether now owned or incurredhereafter acquired by the Borrower and all proceeds, including insurance proceeds, of any such assets or property. So long as the Administrative Agent or any Lender is owed any Senior Obligation, no Subordinated Creditor will attempt to exercise any collection rights with respect to, foreclose or otherwise realize on, or take possession or otherwise deal with, such assets or property. If any Subordinated Creditor shall foreclose or realize on, or otherwise receive or come into possession of, any such assets or property in violation of the terms hereof, it shall promptly deliver such assets or property, or the proceeds thereof, to the Administrative Agent (such assets or property, and proceeds thereof, being held in trust by such Subordinated Creditor for the benefit of the Lenders until such delivery). (c) Each Subordinated Creditor further agrees that, except for payments permitted under clause (d) below, it will not ask for, demand, xxx for, take or receive from the Borrower, by set off or in any deferralsother manner, renewals the whole, or extensions any part, of such Indebtedness; providedany monies owing under any Subordinated Debt, howevernor shall any Subordinated Creditor take any action to enforce any rights under the Subordinated Debt, that nor shall it permit to exist in its favor any lien or security interest securing the Subordinated Debt, unless and until all Senior Indebtedness Obligations shall not include have been fully paid with interest. (Ad) Notwithstanding any Indebtedness issued other provision contained herein, so long as no Default or Event of Default under the Credit Agreement is in existence (or shall occur after giving effect to any statutory trust created by payment then contemplated), the Company for Borrower may pay, and the purpose Subordinated Creditors may receive, payments of issuing trust preferred securities principal and interest on the Subordinated Debt. (e) In no event shall any Subordinated Creditor attempt to accelerate payments due in connection with such issuance of Indebtedness, which shall any Subordinated Debt for so long as any Senior Obligations have not been paid in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clausefull.

Agreement to Subordinate. Notwithstanding the date, time, method, manner or order of grant, attachment, or perfection of any Liens granted to the Collateral Agent, the Trustee, or the Noteholders in respect of all or any portion of the Collateral or of any Liens granted to the Lender in respect of all or any portion of the Collateral, or the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Lender or the Collateral Agent (or the Trustee or any Noteholder) in any Collateral or any provision of the Commercial Code, any other applicable law, the Loan Documents, the Noteholder Documents or any other circumstance whatsoever, each of the Lender, and the Collateral Agent, on behalf of itself, the Trustee and the Noteholders, hereby agrees that: (a) The Company covenants any Lien now or hereafter held by or on behalf of the Collateral Agent, the Trustee, or any Noteholder in and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, that the Senior Notes shall be issued subject to the provisions Lender First Priority Collateral that secures all or any portion of this Article VI; the Indenture Secured Obligations, shall in all respects be junior and each Holder subordinate to all Liens granted to the Lender in the Lender First Priority Collateral to secure all or any portion of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees the Loan Agreement Secured Obligations up to be bound by such provisions.(but not in excess of) the Maximum Lender Priority Debt Amount; (b) any Lien now or hereafter held by or on behalf of the Collateral Agent, the Trustee, or any Noteholder in and to the Collateral Agent First Priority Collateral that secures all or any portion of the Indenture Secured Obligations, shall in all respects be senior and prior to all Liens granted to the Lender in the Collateral Agent First Priority Collateral to secure all or any portion of the Loan Agreement Secured Obligations; (c) any Lien now or hereafter held by or on behalf of the Lender in and to the Lender First Priority Collateral that secures all or any portion of the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Lender Priority Debt Amount, shall in all respects be senior and prior to all Liens granted to the Collateral Agent (or the Trustee or any Noteholder) in the Lender First Priority Collateral to secure all or any portion of the Indenture Secured Obligations; (d) any Lien now or hereafter held by or on behalf of the Lender in and to the Collateral Agent First Priority Collateral that secures all or any portion of the Loan Agreement Secured Obligations, shall in all respects be junior and subordinate to all Liens granted to the Collateral Agent (or the Trustee or any Noteholder) in the Collateral Agent First Priority Collateral to secure all or any portion of the Indenture Secured Obligations; and (e) any Lien now or hereafter held by or on behalf of the Lender in and to the Pari Passu Collateral that secures all or any portion of the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Lender Priority Debt Amount, shall in all respects rank equal to all Liens granted to the Collateral Agent (or the Trustee or any Noteholder) in the Pari Passu Collateral to secure all or any portion of the Indenture Secured Obligations. The payment subordination of Liens in the Lender First Priority Collateral by the Company Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, in favor of the principal Lender, and the subordination of Liens in the Collateral Agent First Priority Collateral by the Lender in favor of the Collateral Agent, on behalf of itself, the Trustee, and interest on all Senior Notes issued hereunder shallthe Noteholders, herein shall not be deemed to subordinate the Collateral Agent's Liens or the Lender's Liens, respectively, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing Liens of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clausePerson.

Agreement to Subordinate. (a) The Company covenants and each Guarantor (by execution of a Note Guarantee) agrees, and the Trustee, by acceptance of its appointment as trustee under this Indenture, and each Holder of Senior Notes issued hereunder likewise covenants and by accepting a Note agrees, that the Senior Notes shall be issued subject to Indebtedness and Obligations (i) of the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment Company evidenced by the Company Notes, this Indenture and the Registration Rights Agreement, all as amended, supplemented or restated from time to time, are subordinated in right of the principal of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article Ten, be subordinated and subject in right of payment to the prior payment in full in cash of all claims Senior Debt of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of Company (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, hereof or hereafter created, incurred, assumed or guaranteed), and (ii) of a Guarantor evidenced by the Note Guarantee of such Guarantor, as amended, supplemented or restated from time to time, are subordinated in right of payment, to the extent and in the manner provided in this Article Ten, to the prior payment in full in cash of all Senior Debt of such Guarantor (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and any deferralsthat, renewals or extensions of such Indebtedness; providedin each case, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company subordination is for the purpose benefit of issuing trust preferred securities in connection with such issuance the holders of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees Debt of the Company in respect or such Guarantor, as the case may be. For purposes of this Article Ten, the Company and the Guarantors are referred to as the "Obligors," and each an "Obligor," and the Indebtedness and Obligations of the equity securities Company evidenced by the Notes, this Indenture and the Registration Rights Agreement and the Note Guarantee of the Guarantors, all as amended, supplemented or other securities of any financing entity restated from time to time, are referred to in clauseas the "Subordinated Debt."

Agreement to Subordinate. (a) The Company and each Guarantor covenants and agrees, and each Holder of Senior Notes Securities issued hereunder by his acceptance thereof likewise covenants and agrees, that the Senior Notes all Securities and Guarantees issued hereunder shall be issued subject to the provisions of this Article VIThirteen; and each Holder of a Senior NotePerson holding any Security, whether upon original issue or upon transfer transfer, assignment or assignment exchange thereof, accepts and agrees to be bound by such provisions. (b) . The payment by provisions of this Article are made for the Company benefit of, and shall be enforceable by, the holders of Senior Indebtedness and Guarantor Senior Indebtedness, as the principal case may be, and each holder of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, whether now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired such Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, in reliance upon the covenants and interest on all Senior Notes provisions contained in this Indenture. All Securities issued hereunder shall, to the extent and in the manner hereinafter in this Article set forth, be subordinated subordinate and subject junior in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, Senior Indebtedness; and all amounts then due Guarantees shall, to the extent and payable in respect the manner hereinafter in this Article set forth, be subordinate and junior in right of payment to the prior payment in full of all Guarantor Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clause

Agreement to Subordinate. Unless and until the Superior Indebtedness shall have been paid in full, each of the UPDA Group hereby acknowledges and agrees that the indebtedness created by, and other obligations of any nature payable in respect of, the Subordinated Debt, including without limitation any renewals, rearrangements, or modifications thereof, are at all times, and in all respects, subordinate and junior in right of payment, and as to any security interest in any other member of the UPDA Group’s assets, to all Superior Indebtedness on the following terms and conditions: (ai) The Company Each of the UPDA Group postpones and subordinates the Subordinated Debt and any and all other indebtedness, now or hereafter existing from any member of the UPDA Group to any other member of the UPDA Group, including, but not limited to, all rights to receive payments, management fees or distributions, whether in cash or property or otherwise, to any and all obligation of any of the UPDA Group pursuant to the Superior Indebtedness. Each member of the UPDA Group agrees that, so long as a member of the UPDA Group is indebted in any way pursuant to the Superior Indebtedness, no member of the UPDA Group shall make any payment, whether in cash, property or otherwise, or grant any security interest, to any other members of the UPDA Group in respect of the Subordinated Debt. If any payment or distribution, whether in cash, property or otherwise, is made by any member of the UPDA Group in violation of this Section 2(i), the member of the UPDA Group in receipt of such payment shall hold such payment in trust for the holder of the Superior Indebtedness and pay it over to such holder, or its representative, to the extent necessary to pay in full all Superior Indebtedness then remaining unpaid. (ii) In the event of any proceedings relative to any member of the UPDA Group or its property under any Debtor Relief Laws (as defined below), or in the event of any voluntary or involuntary liquidation, winding up or dissolution of any member of the UPDA Group, or assignment for the benefit of creditors, the holder of Superior Indebtedness shall be entitled to receive payment in full of the Superior Indebtedness (including, without limitation, post-petition interest, regardless of whether such interest is allowable under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) before any of the members of the UPDA Group are entitled to receive any payment or distribution (whether in cash, property or securities) on account of the Subordinated Debt and, in the event any such payment or distribution is made upon or in respect of the Subordinated Debt from and after the commencement of any such proceedings, liquidation, winding-up or dissolution, the member of UPDA Group in receipt of such payment shall hold such payment in trust for the holder of the Superior Indebtedness and pay it over to such holder, or its representative, on demand, to the extent necessary to pay in full all Superior Indebtedness then remaining unpaid. (iii) In the event of any dissolution, winding up, liquidation, or reorganization of any member of the UPDA Group under any Debtor Relief Law (as defined below) (whether voluntary or involuntary and whether in bankruptcy, insolvency, or receivership proceedings, or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of such member of the UPDA Group or otherwise), each member of the UPDA Group, by its acceptance of this Subordination Agreement covenants and agreesagrees as follows: (1) all Superior Indebtedness shall first be paid in full before any payment or distribution is made in respect of any Subordinated Debt; (2) any payment or distribution of assets of any member of the UPDA Group or from the estate created by the commencement of any such proceedings, and each Holder whether in cash, property, or securities, to which any other member of Senior Notes issued hereunder likewise covenants and agrees, that the Senior Notes shall UPDA Group would be issued subject to entitled in respect of the Subordinated Debt except for the provisions of this Article VI; and each Holder Section 2 (including any such payments or distributions which may be payable or deliverable by reason of a Senior Notethe payment of any other indebtedness of any of the UPDA Group being subordinated to the payments due in respect of the Subordinated Debt), whether upon original issue shall be paid or upon transfer or assignment thereof, accepts and agrees to be bound delivered by such provisions. (b) The payment by the Company member of the principal UPDA Group, as the case may be, or any receiver, trustee in bankruptcy, liquidation trustee, agent, or other person making such payment or distribution directly to the holder of and interest on all Senior Notes issued hereunder shallSuperior Indebtedness or its representative, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment necessary to the prior payment pay in full of all claims Superior Indebtedness remaining unpaid, before any payment or distribution is made to any of the Company’s depositors, if applicable, and all amounts then due and payable members of the UPDA Group in respect of Senior Subordinated Debt; and (3) in the event that any payment or distribution of cash, property, or securities shall be received by any of the members of the UPDA Group in contravention of subsection (1) or (2) of this subsection (iii) (including any such payments or distributions which may be payable or deliverable by reason of the payment of any other indebtedness of any of the UPDA Group being subordinated to the payments due in respect of the Subordinated Debt), before all Superior Indebtedness is paid in full, such payment or distribution shall be segregated and held in trust for the benefit of, and shall be paid over to, the holder of such Superior Indebtedness or its representative, to the extent necessary to pay in full all Superior Indebtedness then remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of Superior Indebtedness. (iv) The consolidation of any of the members of the UPDA Group with, or the merger of any of the members of the UPDA Group into, another corporation or the liquidation or dissolution of any of the members of the UPDA Group following the sale, conveyance or lease of all or substantially all of its property to another corporation shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this subsection (iv) if such other corporation shall, as a part of such consolidation, merger, sale, conveyance or lease, expressly assume in writing all of such UPDA Group member’s, as the case may be, obligations under this Subordination Agreement. (v) If a member of the UPDA Group or the Lender notifies another member of the UPDA Group that a Default or Event of Default (as defined in either the UPDA First Note or the UPDA Second Note) in respect of any Superior Indebtedness shall have occurred (whether as a consequence of a failure to make a payment or otherwise), such member of the UPDA Group shall not take or receive any payment or distribution (whether in cash, property or securities) upon or in respect of all or any part of the Subordinated Debt unless and until such Default or Event of Default shall have been fully cured or waived and, in the event that such member of the UPDA Group receives any such payment or distribution, it shall hold such payment or distribution in trust for the holder of Superior Indebtedness and pay it over to the holder or its representative, on demand. (vi) No member of the UPDA Group shall demand, xxx for, take, or receive by set-off or otherwise, any payment, whether outstanding at the date of this Agreement in cash, property or thereafter incurred. The term “Senior Indebtedness” means, otherwise with respect to the Senior NotesSubordinated Debt. No member of the UPDA Group shall proceed against another member of the UPDA Group if such member fails to make any payments of the Subordinated Debt, and will take no action to levy, execute, seize, or otherwise acquire any assets or property of the member of the UPDA Group. Each of the UPDA Group specifically covenants and agrees that the position and security of the Lender with respect to all assets of each of the UPDA Group shall remain in all situations prior and superior to any rights of each of the UPDA Group in such assets or property. (vii) If and so long as (i) the payment of the principal in respect of the Senior Notes has not been accelerated by the holder thereof, and (ii) no Event of Default (as defined in either the UPDA First Note or the UPDA Second Note) shall then exist, no member of the UPDA Group shall demand, xxx for, or commence (or join in the commencement of) any action or proceeding against another member of the UPDA Group under any Debtor Relief Laws unless and until the Superior Indebtedness shall have been paid in full. (viii) As used herein, “Superior Indebtedness” means the principal of, premium, if any) , and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of and all fees, expenses, reimbursements, indemnities, premiums and other amounts payable under the Company in respect of the equity securities or other securities of any financing entity referred to in clauseTransaction Documents.

Agreement to Subordinate. (a) The Company covenants agrees for itself and agreesfor its successors, and each Holder of Senior Notes issued hereunder likewise covenants and by accepting a Security agrees, that the Senior Notes shall be issued subject to the provisions payment of this Article VI; principal of, and each Holder of a Senior Notepremium, whether upon original issue or upon transfer or assignment thereofinterest, accepts Liquidated Damages, if any, on, and agrees to be bound by such provisions. (b) The payment any other amounts payable by the Company with respect to, the Securities is subordinated in right of the principal of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article VIII, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of Indebtedness (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, hereof or hereafter created, incurred, assumed or incurredguaranteed), and that the subordination is for the benefit of the holders of Senior Indebtedness. This Article VIII shall constitute a continuing offer to all Persons or entities who become holders of, or continue to hold, Senior Indebtedness. Notwithstanding anything to the contrary in this Indenture or the Securities, the provisions of this Article VIII are made for the benefit of the holders of Senior Indebtedness, each of whom is an obligee hereunder and is entitled to enforce such holder's rights hereunder, without any deferralsact or notice of acceptance hereof or reliance hereon. No amendment, renewals modification or extensions discharge of any provision of this Article VIII shall be effective against any holder of Senior Indebtedness unless expressly consented to in writing by such holder. The provisions of this Article VIII apply notwithstanding anything to the contrary contained in the Securities or this Indenture. Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, all principal thereof and interest thereon and other amounts due in connection therewith shall first be paid in full, or such payment duly provided for in cash or in manner satisfactory to the holders of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) before any guarantees payment is made on account of the Company in respect of the equity securities Securities or other securities of any financing entity referred to in clausethis Indenture.

Agreement to Subordinate. (a) The Company Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Senior Notes issued hereunder a Note likewise covenants and agreesagrees by its acceptance thereof, that the Senior obligation of the Company to make any payment on account of the principal and interest on each and all of the Notes shall be issued subject to the provisions of this Article VI; subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject junior in right of payment to the prior Company’s Obligations to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all Obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal or interest on the Notes. In the event of any such proceeding, after payment in full of all claims sums owing with respect to Senior Indebtedness, the Holders of the Notes, together with the holders of any Obligations of the Company Ranking on a Parity with the Notes, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal and interest on the Notes before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any Obligations of the Company Ranking Junior to the Notes. In addition, subject to the provisions of Section 12.03, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or Notes, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, shall be received by the Trustee or any Holder of the Notes before all Senior Indebtedness is paid in full and if such Holder or the Trustee, as the case may be, receiving such payment is aware at the time of receipt that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Holder, be held in trust for the benefit of the holders of Senior Indebtedness or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company’s depositors, if applicableand, and in each case, shall be applied to the payment of all amounts then due and payable Senior Indebtedness remaining unpaid, until all such Senior Indebtedness shall have been paid in respect full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness, whether outstanding at the date . For purposes of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notesparagraph only, the principal words, “cash, property or Notes” shall not be deemed to include shares of (and premium, if any) and interest, if any (including interest accruing on or after the filing capital stock of any petition in bankruptcy or for reorganization relating to the Company, whether or indebtedness of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article 12. The subordination provisions of the foregoing paragraph shall not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding be applicable to amounts at the time due and owing on the date Notes on account of execution the unpaid principal or interest on the Notes for the payment of this Agreement, which funds have been deposited in trust with the Trustee or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created have been set aside by the Company for in trust in accordance with the purpose provisions of issuing trust preferred securities in connection with this Indenture; nor shall such issuance provisions impair any rights, interests, remedies or powers of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees secured creditor of the Company in respect of any security the equity securities creation of which is not prohibited by the provisions of this Indenture. If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or other securities (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no cash payments shall be made by the Company with respect to the principal or interest on the Notes. The provisions of this paragraph shall not apply to any payment with respect to which the first paragraph of this Section 12.01 would be applicable. The securing of any financing entity referred Obligations of the Company Ranking on a Parity with the Notes or Ranking Junior to in clausethe Notes shall not be deemed to prevent such Obligations from constituting Obligations of the Company Ranking on a Parity with the Notes or Ranking Junior to the Notes. 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 of its properties and assets substantially as an entirety to another Person shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 12.01.

Agreement to Subordinate. (a) The Notwithstanding any other provision to the contrary in this Indenture, the Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise by accepting a Security covenants and agrees, that the Senior Notes shall be issued subject to the provisions payment of this Article VI; and each Holder of a Senior Noteprincipal of, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. premium (bif any) The payment by the Company of the principal of and interest on and all Senior Notes issued hereunder shallother Obligations under or in connection with the Indebtedness now or hereafter evidenced by the Securities, the Subsidiary Guaranties, this Indenture and/or related agreements, documents or instruments is subordinate in right of payment, to the extent and in the manner hereinafter set forthprovided in this Article, be subordinated and subject in right of payment to the prior payment in full of all claims Senior Indebtedness of the Company’s depositorsCompany or the relevant Subsidiary Guarantor, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at as the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtednesscase may be, whether outstanding on the date Issue Date or thereafter incurred, including all Obligations of execution the Company and such Subsidiary Guarantor under the Senior Credit Facility. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Company as provided in this AgreementArticle and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes, including, in the event of any voluntary or involuntary liquidation or dissolution of the Company, whether total or partial, or hereafter createdin a bankruptcy, assumed reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or incurredsimilar proceeding relating to the Company or its property, and any deferrals, renewals or extensions the timely filing of a claim for the unpaid balance of such IndebtednessHolder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 20 days before the expiration of the time to file such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; provided, however, that any such claim filed by the Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provision set forth in this Article are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall not include (A) any Indebtedness issued be deemed conclusively to any statutory trust created by the Company for the purpose of issuing trust preferred securities have relied upon such subordination provisions in connection with acquiring and continuing to hold, or in continuing to hold, such issuance of Senior Indebtedness, which shall in all cases be junior to and such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseholder is made an obligee hereunder and may enforce directly such subordination provisions.

Agreement to Subordinate. (a) The Company covenants Notwithstanding anything to the contrary contained herein, the BV Borrower, for itself and agreesits successors, each of the Guarantors, for itself and its successors, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, Lender agrees that the Senior Notes shall be issued subject payment of all Obligations owing to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company Lenders in respect of the principal Loans is subordinated in right of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article Nine, be subordinated and subject in right of payment to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt or Guarantor Senior Debt, as the case may be, of all claims of Obligations on Senior Debt or Guarantor Senior Debt, as the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at case may be (including the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, Obligations with respect to the Credit Agreement and the Senior NotesNotes that constitute Senior Debt or Guarantor Senior Debt, as the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtednesscase may be, whether outstanding on the Effective Date or thereafter incurred and including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt or Guarantor Senior Debt, as the case may be, whether or not a claim for such interest would be allowed in such proceeding). Notwithstanding the foregoing, the Lenders may receive and retain Permitted Junior Securities and payments and distributions made relating to the Loans shall not be so subordinated in right of payment, so long as the conditions specified in Article Nine (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement, the Senior Notes or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of execution of this Agreementany deposit pursuant to said trust. This Article Nine shall constitute a continuing offer to all Persons who become holders of, or hereafter createdcontinue to hold, assumed Senior Debt or incurredGuarantor Senior Debt, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company provisions are made for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees benefit of the Company in respect holders of the equity securities Senior Debt or other securities Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of any financing entity referred to in clausethem may enforce such provisions.

Agreement to Subordinate. (a) The Company and each Guarantor covenants and agrees, and each Holder of Senior Notes issued hereunder by his acceptance thereof likewise covenants and agrees, that the Senior all Notes shall be issued and guarantees are subject to the provisions of this Article VI11; and each Holder of a Senior Person holding any Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) provisions and acknowledges that such provisions are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness and Guarantor Senior Indebtedness. Each Holder of Notes authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders of Notes and the holders of Senior Indebtedness and Guarantor Senior Indebtedness as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes. The payment by the Company of the principal of of, premium, if any, and interest on all Senior and any other payment due pursuant to this Indenture or any Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, Senior Indebtedness and all amounts then due and payable in respect of Guarantor Senior Indebtedness, whether outstanding at the date of this Agreement Indenture or thereafter created, incurred, assumed or guaranteed. The term “Each Holder by accepting a Note acknowledges and agrees that the subordination provision set forth in this Article 11 are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness” meansIndebtedness of the Company or Guarantor Senior Indebtedness of each Guarantor, with respect to the whether such Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on Indebtedness or Guarantor Senior Indebtedness was created before or after the filing issuance of any petition in bankruptcy the Notes, to acquire and continue to hold, or for reorganization relating to the Companycontinue to hold, whether such Senior Indebtedness or not such claim for post petition interest is allowed in such proceedings), on all Guarantor Senior Indebtedness, whether outstanding on the date and such holder of execution of this Agreement, Senior Indebtedness or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Guarantor Senior Indebtedness shall not include (A) any Indebtedness issued be deemed conclusively to any statutory trust created by the Company for the purpose of issuing trust preferred securities have relied upon such subordination provisions in connection with acquiring and continuing to hold, or in continuing to hold, such issuance of Senior Indebtedness, which shall in all cases be junior to and such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseholder is made an obligee hereunder and may enforce directly such subordination provisions.

Agreement to Subordinate. (a) The Company covenants Each of the Subordinated Debtors and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, Subordinated Creditors agrees that the Senior Notes Intercompany Subordinated Debt is and shall be issued subject to the provisions of this Article VI; subject, subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallrendered junior, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment payment, to the prior payment in full of all claims Obligations now existing or hereafter arising under the Loan Documents. For purposes of this Agreement, the Obligations shall not be deemed to have been paid in full until the Discharge of Obligations. To the extent permitted by applicable law, each of the Company’s depositors, if applicableSubordinated Debtors and the Subordinated Creditors waives notice of acceptance of this Agreement by the Lenders, and each Subordinated Creditor waives notice of and consent to the making, amount and terms of the Obligations which may exist or be created from time to time and any renewal, extension, amendment or modification thereof, and any other lawful action which any Lender in its sole and absolute discretion may take or omit to take with respect thereto. The provisions of this Section 2 shall constitute a continuing offer made for the benefit of and to all amounts then due Lenders, and payable each Lender is hereby irrevocably authorized to enforce such provisions. (b) Prior to the Discharge of Obligations and subject to Sections 2(c) and 3(d) below, no Subordinated Debtor shall pay or make and no Subordinated Creditor shall accept or receive, any payment in respect of Senior Indebtednessthe Intercompany Subordinated Debt other than (i) regularly scheduled payments of principal and interest on the Intercompany Subordinated Debt (a “Scheduled Payment”) and (ii) prepayments of principal and accrued interest on the Intercompany Subordinated Debt (a “Prepayment”). For purposes of these provisions in this Section 2, “payment” in respect of any Intercompany Subordinated Debt shall include any payment or distribution from any source, whether outstanding at in cash, property or securities, by set-off or otherwise, in respect of principal, premium, interest or otherwise, including in connection with any redemption or purchase of such Intercompany Subordinated Debt or any recovery on any claim for rescission or damages. (c) No Subordinated Debtor shall make, and no Subordinated Creditor shall receive or accept, any Prepayment or Scheduled Payment if (i) an Event of Default has occurred and is continuing under the date Term Loan Agreement or would result therefrom, or (ii) such Prepayment or Scheduled Payment is otherwise prohibited under the Loan Documents. (d) In the event that any Subordinated Debtor shall make, and/or any Subordinated Creditor shall receive, any payment on Intercompany Subordinated Debt in contravention of this Agreement or thereafter incurred. The term “Senior Indebtedness” meansthe terms of the Term Loan Agreement, with respect then and in any such event such payment shall be deemed to be the property of and segregated, received and held in trust for the benefit of, the Lenders, and shall be promptly paid over and delivered to the Senior NotesAdministrative Agent in the same form as so received (with any necessary indorsement) for the benefit of the Lenders. (e) Subject to compliance with Section 3(b) hereof, a Subordinated Creditor shall automatically be released from its obligations hereunder upon the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing consummation of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created transaction permitted by the Company for the purpose Term Loan Agreement as a result of issuing trust preferred securities in connection with which such issuance Subordinated Creditor ceases to be a Subsidiary of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseHoldings.

Agreement to Subordinate. Each of the Stockholders, the Company and Holdings agree that the payment of any amount due or owing under this Agreement or the Agreements and any other right or claim (aat law or in equity) The Company covenants and agreesof any Stockholder, or any assignee or transferee thereof, in its capacity as a Stockholder under this Agreement or the Agreements is, and each Holder of Senior Notes issued hereunder likewise covenants and agreesshall be, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be fully subordinated and subject in right of payment to the prior payment in full (in cash) of all claims indebtedness of the Company’s depositors, if applicable, and all amounts then due and payable in respect Company or of Senior Indebtedness, whether outstanding at the date Holdings arising out of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect relating to the Senior NotesNotes or the Credit Agreement and all related principal, the principal of interest (and premiumincluding, if any) and interestwithout limitation, if any (including interest accruing on or after the filing of a petition initiating any petition in bankruptcy or for reorganization relating to the Companyproceeding, whether or not such interest accrues after the filing of such petition for purposes of federal bankruptcy laws or is an allowed claim for post petition interest is allowed in such proceedingsproceeding), on all Indebtednessfees, expenses or other similar obligations. Upon any payment or distribution of assets or securities of Holdings or the Company of any kind or character, whether outstanding on in cash, property or securities, upon any dissolution or winding-up or liquidation or reorganization of Holdings or the date Company, whether voluntary or involuntary or in bankruptcy, insolvency or receivership or other proceedings, the holders of execution of this Agreementthe Senior Notes, or hereafter createdthe applicable trustee on behalf of such holders, assumed and the lenders under the Credit Agreement shall first be paid in full in cash the amount of principal, interest (including, without limitation, interest accruing after the filing of a petition initiating any bankruptcy proceeding, whether or incurrednot such interest accrues after the filing of such petition for purposes of federal bankruptcy laws or is an allowed claim in such proceeding), fees, expenses or other similar obligations in respect of such Senior Notes or the Credit Agreement before any Stockholder shall be entitled to receive any payment by the Company in its capacity as a Stockholder under this Agreement or the Agreements, and any deferralsamounts received by any Stockholder, renewals or extensions of such Indebtedness; providedany assignee or transferee thereof, however, that Senior Indebtedness in its capacity as a Stockholder under this Agreement or the Agreements shall not include (A) any Indebtedness issued to any statutory be held in trust created by the Company for the purpose benefit of, and paid over to, the holders of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such the Senior Notes, (B) any guarantees of or the Company in respect of applicable trustee therefor, and the equity securities or other securities of any financing entity referred to in clauselenders under the Credit Agreement.

Agreement to Subordinate. (a) The Company Guarantor, for itself, its successors and assigns, covenants and agrees, and each Holder of Senior Notes issued hereunder Beneficiary likewise covenants and agreesagrees by its acceptance thereof, that the Senior Notes Guarantee shall be issued subject to the provisions of this Article VI; subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject junior in right of payment to all Senior Indebtedness of Guarantor, and that upon any payment or distribution of assets of Guarantor upon any liquidation, dissolution, winding-up, reorganization, assignment for benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructurings or similar proceedings or in connection with any insolvency or bankruptcy proceedings of Guarantor, the prior holders of Senior Indebtedness of Guarantor shall first be entitled to receive payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any, on such Senior Indebtedness before any (including payment shall be made on account of principal or interest accruing on or after pursuant to the filing Guarantee. In the event of any petition such proceeding, after payment in bankruptcy full of all sums owing with respect to Senior Indebtedness of Guarantor, the Beneficiaries, together with the holders of any obligations of Guarantor ranking on a parity with the Guarantee, shall be entitled to be paid from the remaining assets of Guarantor the amounts at the time due and owing on account of unpaid principal and interest pursuant to the Guarantee before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of Guarantor ranking junior to the Guarantee. In addition, in the event of any such proceeding, if any payment or distribution of assets of Guarantor of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of Guarantor being subordinated to the payment of the Guarantee shall be received by the Trustee or the Beneficiaries before all Senior Indebtedness of Guarantor is paid in full, such payment or distribution shall be held in trust for reorganization the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Guarantor may have been issued, ratably, for application to the payment of all Senior Indebtedness of Guarantor remaining unpaid until all such Senior Indebtedness of Guarantor shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of Guarantor. The obligations of Guarantor in respect of the Guarantee shall rank on a parity with any obligations of Guarantor ranking on a parity with the Guarantee. Nothing in this Schedule shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06 of the Indenture. Guarantor shall give prompt written notice to the Trustee of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the CompanyGuarantor as a whole, whether voluntary or not involuntary and of any event specified in Section 9 below. The Trustee, subject to the provisions of Section 7.01 of the Indenture, shall be entitled to assume that, and may act as if, no event referred to in the preceding sentence has occurred unless a Responsible Officer of the Trustee assigned to the Trustee’s Corporate Trustee Administration Department has received at the principal office of the Trustee from the Guarantor or any one or more holders of Senior Indebtedness of Guarantor or any trustee or representative therefor (who shall have been certified or otherwise established to the satisfaction of the Trustee to be such claim for post petition interest is allowed a holder or trustee or representative) written notice thereof. Upon any distribution of assets of Guarantor referred to in such proceedings)this Schedule, on all Indebtedness, whether outstanding on the date Trustee and Beneficiaries shall be entitled to rely upon any order or decree of execution a court of competent jurisdiction in which proceedings relating to any event specified in the first sentence of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company paragraph are pending for the purpose of issuing trust preferred securities ascertaining the persons entitled to participate in connection such distribution, the holders of the Senior Indebtedness of Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon, and all other facts pertinent thereto or to this Schedule, and the Trustee, subject to the provisions of Article VII of the Indenture, and the Beneficiaries shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the Beneficiaries for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness of Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Schedule. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of Guarantor (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of Guarantor, to participate in any payment or distribution pursuant to this Schedule, the Trustee may request such issuance Person to furnish evidence to the reasonable satisfaction of Indebtednessthe Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which shall such Person is entitled to participation in all cases be junior such payment or distribution, and as to other facts pertinent to the rights of such Person under this Schedule, and if such evidence is not furnished, the Trustee may defer any payment to such Senior Notes, (B) any guarantees Person pending judicial determination as to the right of the Company in respect of the equity securities or other securities of any financing entity referred such Person to in clausereceive such payment.

Agreement to Subordinate. (a) The Company covenants Each of the Loan Parties and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, the Subordinated Creditors agrees that the Senior Notes Intercompany Subordinated Debt is and shall be issued subject to the provisions of this Article VI; subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject rendered junior in right of payment to the prior payment in cash in full of all claims Obligations of any Loan Party now existing or hereafter arising under the Senior Debt Documents, whether for (i) principal, (ii) interest (including interest accruing after the filing of a petition initiating any proceeding referred to in Section 3(a), whether or not allowed as a claim in such proceeding) and premiums, (iii) costs, (iv) fees (including reasonable and documented attorneys’ fees and disbursements), (v) expenses, and (vi) otherwise (the Obligations specified in clauses (a)(i) through (a)(vi) above are referred to collectively as the “Senior Indebtedness”). For purposes of this Agreement, “subordinate and rendered junior in right of payment” means that no part of the Company’s depositorsIntercompany Subordinated Debt shall have any claim to the assets of any Loan Party on a parity with or prior to the claim of the Senior Indebtedness. Moreover, if applicablefor purposes of this Agreement, the Senior Indebtedness shall not be deemed to have been “paid in cash in full” until (i) the Aggregate Commitments have terminated, (ii) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made) and (iii) the Senior Creditors shall have received full payment of the Obligations and the other Senior Indebtedness in cash (other than (x) contingent obligations for which no claim has been made and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), which payment shall have been retained by the Senior Creditors for a period of time in excess of all applicable preference or other similar periods under applicable bankruptcy, insolvency or creditors’ rights laws (“paid in cash in full” and “payment in cash in full” have meanings correlative thereto). To the extent permitted by applicable law, each of the Loan Parties and the Subordinated Creditors waive notice of acceptance of this Agreement by the Senior Creditors, and to the extent permitted by applicable law, the Subordinated Creditors waive notice of and consent to the making, amount and terms of the Senior Indebtedness which may exist or be created from time to time and any renewal, extension, amendment or modification thereof, and any other lawful action which any Senior Creditor or Senior Creditors, in its and their sole and absolute discretion may take or omit to take with respect thereto. The provisions of this Section 2 shall constitute a continuing offer made for the benefit of and to all amounts then due and payable the Senior Creditors. (b) In the event that any Loan Party shall make, and/or any Subordinated Creditor shall receive, any payment on Intercompany Subordinated Debt in respect of Senior Indebtedness, whether outstanding at the date contravention of this Agreement or thereafter incurred. The term “the terms of the Senior Indebtedness” meansDebt Agreement, with respect then and in any such event such payment shall be deemed to be the property of, segregated, received and held in trust for the benefit of and shall be promptly paid over and delivered to the Senior Notes, the principal of Administrative Agent. (and premium, if anyc) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurredNo Loan Party shall make, and no Subordinated Creditor shall receive or accept, any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company payment in respect of any Intercompany Subordinated Debt if a Default of the equity securities nature set forth in Section 8.01(i) of the Senior Debt Agreement or other securities any Event of any financing entity referred to Default under Section 8.01(a) of the Senior Debt Agreement has occurred and is continuing or would result therefrom; unless and until (i) the Senior Indebtedness has been paid in clausecash in full, (ii) in the case of an Event of Default under Section 8.01(a) of the Senior Debt Agreement, such Event of Default has been cured or waived, or (iii) the Administrative Agent has otherwise consented in writing.

Agreement to Subordinate. (a) The Company covenants This Lease shall be and agreeshereby is made subject and subordinate at all times to the lien or security title of any mortgage granted by Landlord which may now or hereafter affect the real property of which the Demised Premises forms a part, and each Holder to all renewals, modifications, consolidations, participations, replacements and extensions thereof. No further instrument of Senior Notes issued hereunder likewise covenants and agrees, that the Senior Notes subordination shall be issued subject necessary to effect the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and hereof. Notwithstanding the foregoing Tenant agrees to be bound evidence this subordination by an instrument, in writing, within ten (10) days of Landlord's written request for such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurredsubordination. The term “Senior Indebtedness” means"mortgage" as used in this Lease shall include deeds of trust and deeds to secure debt. The rights of Tenant under this Lease shall not be terminated, with respect and the possession of the Demised Premises by Tenant shall not be disturbed by any mortgagee or by any proceeding on the debt which any such mortgage secures, or by any person, firm or corporation whose rights were acquired as a result of such proceeding or by virtue of a right or power contained in any such mortgage or the bond or note secured thereby and any sale of the Shopping Center or the Building at foreclosure will be subject to this Lease. Tenant agrees that, in the Senior Notes, the principal event of (and premium, if any) and interest, if any (including interest accruing on or after the filing foreclosure of any petition such mortgage or sale of the Demised Premises under the power contained therein, Tenant will attorn to and accept the purchaser at any such sale as Landlord for the balance of the then remaining term of the Lease, subject to all of the terms and conditions of this Lease. Upon any such attornment, this Lease will continue in bankruptcy full force and effect as a direct lease between Tenant and any such purchaser and, so long as Tenant is not in default under this Lease, Tenant's possession of the Demised Premises and its rights and privileges under this Lease shall not be diminished or interfered with by any mortgagee or purchaser. Landlord represents to Tenant that La Salle Bank National Association, as Trustee for reorganization relating to Banc of America Commercial Mortgage Pass Through Certificates, Series 2001-PB1 is the Companyonly mortgagee of the Shopping Center and such mortgagee will, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on simultaneously with the date of execution of this Agreement, or hereafter created, assumed or incurredLease, and any deferralsas a condition to Tenant's obligations hereunder, renewals or extensions of such Indebtedness; providedexecute and deliver to Tenant the Subordination, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by Non-Disturbance and Attornment Agreement in the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseform annexed hereto as Exhibit E.

Agreement to Subordinate. Notwithstanding the date, time, method, manner or order of grant, attachment, or perfection of any Liens granted to the Collateral Agent, the Trustee, or the Noteholders in respect of all or any portion of the Collateral or of any Liens granted to the Agent or any Lender in respect of all or any portion of the Collateral, or the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of Agent or any Lender or the Collateral Agent (or the Trustee or any Noteholder) in any Collateral or any provision of the Uniform Commercial Code, any other applicable law, the Indenture, the Loan Documents or any other circumstance whatsoever: (a) The Company covenants and agreesthe Collateral Agent, on behalf of itself, the Trustee, and each Holder the Noteholders, hereby agrees that (i) any Lien in respect of Senior Notes issued hereunder likewise covenants all or any portion of the Lender Priority Collateral now or hereafter held by or on behalf of the Collateral Agent, the Trustee, or any Noteholder that secures all or any portion of the Indenture Secured Obligations, shall in all respects be junior and agrees, that the Senior Notes shall be issued subject subordinate to all Liens granted to the provisions Agent or any Lender in the Lender Priority Collateral to secure all or any portion of this Article VI; the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Priority Debt Amount, and each Holder (ii) any Lien in respect of a Senior Noteall or any portion of the Lender Priority Collateral now or hereafter held by or on behalf of the Agent that secures all or any portion of the Loan Agreement Secured Obligations in excess of the Maximum Priority Debt Amount, whether upon original issue shall in all respects be junior and subordinate to all Liens granted to the Collateral Agent, the Trustee or upon transfer any Noteholder in the Lender Priority Collateral to secure all or assignment thereofany portion of the Indenture Secured Obligations, accepts and agrees to be bound by such provisions.and (b) The payment by the Company Collateral Agent, on behalf of itself, the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicableTrustee, and all amounts then due and payable the Noteholders, hereby agrees that (i) any Lien in respect of Senior Indebtedness, whether outstanding at all or any portion of the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, Lender Priority Collateral now or hereafter createdheld by or on behalf of the Agent or any Lender that secures all or any portion of the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Priority Debt Amount, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases respects be junior senior and prior to such Senior Notesall Liens granted to the Collateral Agent (or the Trustee or any Noteholder) in the Lender Priority Collateral to secure all or any portion of the Indenture Secured Obligations, and (Bii) any guarantees of the Company Lien in respect of all or any portion of the equity securities Lender Priority Collateral now or hereafter held by or on behalf of the Collateral Agent, the Trustee, or any Noteholder that secures all or any portion of the Indenture Secured Obligations, shall in all respects be senior and prior to all Liens granted to the Agent in the Lender Priority Collateral to secure all or any portion of the Loan Agreement Secured Obligations in excess of the Maximum Priority Debt Amount, (c) the Agent, on behalf of itself and the Lenders, hereby agrees that (i) any Lien in respect of all or any portion of the Indenture Priority Collateral now or hereafter held by or on behalf of the Agent or any Lender that secures all or any portion of the Loan Agreement Secured Obligations, shall in all respects be junior and subordinate to all Liens granted to the Collateral Agent in the Indenture Priority Collateral to secure all or any portion of the Indenture Secured Obligations, and (ii) any Lien in respect of all or any portion of the Indenture Priority Collateral now or hereafter held by or on behalf of the Collateral Agent that secures all or any portion of the Indenture Secured Obligations, shall in all respects be senior and prior to all Liens granted to the Agent in the Indenture Priority Collateral to secure all or any portion of the Loan Agreement Secured Obligations, and (d) the Agent, on behalf of itself and the Lenders, hereby agrees that the Indenture Exclusive Collateral does not and shall not secure any Loan Agreement Secured Obligations. The Collateral Agent, for and on behalf of itself, the Trustee and the Noteholders, acknowledges and agrees that, concurrently herewith, the Agent and the Lenders have been granted Liens upon all of the Collateral in which the Collateral Agent has been granted Liens (other securities than the Indenture Exclusive Collateral) and the Collateral Agent hereby consents thereto. The Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that the Collateral Agent, for the benefit of itself, the Trustee, and the Noteholders, has been granted Liens upon all of the Collateral in which the Agent has been granted Liens and, in addition, the Indenture Exclusive Collateral and the Agent hereby consents thereto. The subordination of Liens in the Lender Priority Collateral (up to (but not in excess of) the Maximum Priority Debt Amount) by the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders in favor of the Agent herein shall not be deemed to subordinate the Collateral Agent’s Liens to the Liens of any financing entity referred other Person. The subordination of Liens (in excess of the Maximum Priority Debt Amount) and otherwise in the Indenture Priority Collateral in favor of the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders herein shall not be deemed to in clausesubordinate such Agent’s Liens to the Liens of any other Person.

Agreement to Subordinate. (a) The Company covenants and agreesSubject to the terms of the Credit Agreement, the Borrower and each Holder of Senior Notes issued hereunder likewise covenants and agrees, the Subordinated Creditors agree that the Senior Notes Intercompany Debt is and shall be issued subject to the provisions of this Article VI; subject, subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallrendered junior, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment payment, to the prior payment in cash in full of all claims Obligations of the Company’s depositors, if applicable, Borrower under the Credit Agreement and all amounts then due and payable in respect of Senior Indebtednessthe other Loan Documents now existing or hereafter arising, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” meansfor (i) principal, with respect to the Senior Notes(ii) interest (including, the principal of (and premiumwithout limitation, if any) and interest, if any (including interest accruing on or after the filing of a petition initiating any petition proceeding referred to in bankruptcy or for reorganization relating to the Companyclause (a) of Section 3, whether or not such allowed as a claim for post petition interest is allowed in such proceedingsproceeding), on all (iii) reasonable costs, (iv) reasonable fees (including, without limitation, reasonable attorneys’ fees and disbursements), (v) reasonable expenses, and (vi) otherwise (the Obligations specified in clauses(a)(i) through (a)(vi) above are referred to collectively as the “Senior Indebtedness, whether outstanding on the date of execution ”). For purposes of this Subordination Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that the Senior Indebtedness shall not include (A) any be deemed to have been paid in cash in full until the Lenders shall have received full payment of the Senior Indebtedness issued to any statutory trust created in cash, which payment shall have been retained by the Company Lenders for a period of time in excess of all applicable preference or other similar periods under applicable bankruptcy, insolvency or creditors’ rights laws. Each of the Borrower and the Subordinated Creditors waive notice of acceptance of this Subordination Agreement by the Lenders, and the Subordinated Creditors waive notice of and consent to the making, amount and terms of the Senior Indebtedness which may exist or be created from time to time and any renewal, extension, amendment or modification thereof, and any other lawful action which any Lender or Lenders in its and their sole and absolute discretion may take or omit to take with respect thereto. The provisions of this Section shall constitute a continuing offer made for the purpose benefit of issuing trust preferred securities and to all Lenders and each Lender is hereby irrevocably authorized to enforce such provisions. (b) In the event that the Borrower shall make, and/or any Subordinated Creditor shall receive from any source whatsoever, any payment on Intercompany Debt in connection with such issuance contravention of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees this Subordination Agreement or the terms of the Company Credit Agreement, then and in any such event such payment shall be deemed to be the property of, segregated, received and held in trust for the benefit of and shall be promptly paid over and delivered to the Administrative Agent for the pro rata benefit of the Lenders. (c) The Borrower shall not make, and no Subordinated Creditor shall receive or accept from any source whatsoever, any payment in respect of any Intercompany Debt if any Default shall have occurred and be continuing or would result therefrom, unless and until (i) the equity securities Senior Indebtedness has been paid in cash in full, (ii) in the case of a Default other than a Default of the nature set forth in Section 9.1(i) of the Credit Agreement, such Default has been cured or other securities of any financing entity referred to waived or (iii) the Administrative Agent has otherwise consented in clausewriting.

Agreement to Subordinate. (a) The Notwithstanding any other provision to the contrary in this Indenture, the Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise by accepting a Security covenants and agrees, that the Senior Notes shall be issued subject to the provisions payment of this Article VI; and each Holder of a Senior Noteprincipal of, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. premium (bif any) The payment by the Company of the principal of and interest on and all Senior Notes issued hereunder shallother Obligations under or in connection with the Indebtedness now or hereafter evidenced by the Securities, the Subsidiary Guarantees, this Indenture and/or related agreements, documents or instruments is subordinate in right of payment, to the extent and in the manner hereinafter set forthprovided in this Article, be subordinated and subject in right of payment to the prior payment in full of all claims Senior Indebtedness of the Company’s depositorsCompany or the relevant Subsidiary Guarantor, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at as the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtednesscase may be, whether outstanding on the date Issue Date or thereafter incurred, including all Obligations of execution the Company and such Subsidiary Guarantor under the Senior Credit Facility. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Company as provided in this AgreementArticle and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes, including, in the event of any voluntary or involuntary liquidation or dissolution of the Company, whether total or partial, or hereafter createdin a bankruptcy, assumed reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or incurredsimilar proceeding relating to the Company or its property, and any deferrals, renewals or extensions the timely filing of a claim for the unpaid balance of such IndebtednessHolder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 20 days before the expiration of the time to file such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; provided, however, that any such claim filed by the Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provision set forth in this Article are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall not include (A) any Indebtedness issued be deemed conclusively to any statutory trust created by the Company for the purpose of issuing trust preferred securities have relied upon such subordination provisions in connection with acquiring and continuing to hold, or in continuing to hold, such issuance of Senior Indebtedness, which shall in all cases be junior to and such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseholder is made an obligee hereunder and may enforce directly such subordination provisions.

Agreement to Subordinate. (a) The Company covenants Each of the Credit Parties and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, the Subordinated Creditors agrees that the Senior Notes Intercompany Subordinated Debt is and shall be issued subject to the provisions of this Article VI; subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject rendered junior in right of payment to the prior payment in cash in full of all claims Obligations of any Credit Party now existing or hereafter arising under the Senior Debt Documents, whether for (i) principal, (ii) interest (including interest accruing Interco Subordination Agreement EXHIBIT N-2 after the filing of a petition initiating any proceeding referred to in Section 3(a), whether or not allowed as a claim in such proceeding) and premiums, (iii) costs, (iv) fees (including reasonable attorneys' fees and disbursements), (v) expenses, and (vi) otherwise (the Obligations specified in clauses (a)(i) through (a)(vi) above are referred to collectively as the "SENIOR INDEBTEDNESS"). For purposes of this Agreement, "SUBORDINATE AND RENDERED JUNIOR IN RIGHT OF PAYMENT" means that no part of the Company’s depositorsIntercompany Subordinated Debt shall have any claim to the assets of any Credit Party on a parity with or prior to the claim of the Senior Indebtedness. Moreover, if applicablethe Senior Indebtedness shall not be deemed to have been paid in cash in full until the Senior Creditors shall have received full payment of the Senior Indebtedness in cash, which payment shall have been retained by the Senior Creditors for a period of time in excess of all applicable preference or other similar periods under applicable bankruptcy, insolvency or creditors' rights laws. To the extent permitted by applicable law, each of the Credit Parties and the Subordinated Creditors waive notice of acceptance of this Agreement by the Senior Creditors, and to the extent permitted by applicable law, the Subordinated Creditors waive notice of and consent to the making, amount and terms of the Senior Indebtedness which may exist or be created from time to time and any renewal, extension, amendment or modification thereof, and any other lawful action which any Lender or Lenders, or any Holder or Holders, in its and their sole and absolute discretion may take or omit to take with respect thereto. The provisions of this Section 2 shall constitute a continuing offer made for the benefit of and to all amounts then due and payable the Senior Creditors. (b) In the event that any Credit Party shall make, and/or any Subordinated Creditor shall receive, any payment on Intercompany Subordinated Debt in respect of Senior Indebtedness, whether outstanding at the date contravention of this Agreement or thereafter incurred. The term “the terms of the Senior Indebtedness” meansDebt Agreements, with respect then and in any such event such payment shall be deemed to be the property of, segregated, received and held in trust for the benefit of and shall be promptly paid over and delivered to the Senior NotesFirst Lien Collateral Agent (prior to the date on which a notice of termination is received by Company from the First Lien Collateral Agent pursuant to Section 23 herein), or the principal of Second Lien Collateral Trustee (and premium, if any) and interest, if any (including interest accruing on or after the filing date on which a notice of termination is received by Company from the First Lien Collateral Agent pursuant to Section 23 herein). (c) No Credit Party shall make, and no Subordinated Creditor shall receive or accept, any payment in respect of any petition Intercompany Subordinated Debt if (A) a Default of the nature set forth in bankruptcy Section 8.1(f) or for reorganization relating to 8.1(g) of the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Credit Agreement, or hereafter createdany Event of Default under Section 8.1(a) of the Credit Agreement has occurred and is continuing or would result therefrom; or (B) a Default of the nature set forth in Section 501(a)(7) of the Indenture, assumed or incurredany Event of Default under Section 501(a)(1) or (2) of the Indenture has occurred and is continuing or would result therefrom, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include in each case described in the foregoing clauses (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, and (B) any guarantees unless and until (i) the Senior Indebtedness has been paid in cash in full, (ii) in the case of an Event of Default under Section 8.1(a) of the Company in respect Credit Agreement or Section 501(a)(1) or (2) of the equity securities Indenture, such Event of Default has been cured or other securities waived, or (iii) the First Lien Collateral Agent (prior to the date on which a notice of any financing entity referred termination is received by Company from the First Lien Collateral Agent pursuant to Section 23 herein) or the Second Lien Collateral Trustee (after the date on which a notice of termination is received by Company from the First Lien Collateral Agent pursuant to Section 23 herein) has otherwise consented in clausewriting.

Agreement to Subordinate. Notwithstanding the date, time, method, manner or order of grant, attachment, or perfection of any Liens granted to the Collateral Agent, the Trustee, or the Noteholders in respect of all or any portion of the Collateral or of any Liens granted to the Agent (or any Lender) in respect of all or any portion of the Collateral, or the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Agent (or any Lender) or the Collateral Agent (or the Trustee or any Noteholder) in any Collateral or any provision of the Uniform Commercial Code, any other applicable law, the Lender Loan Documents, the Noteholder Documents or any other circumstance whatsoever, each of the Agent, on behalf of itself and the Lenders, and the Collateral Agent, on behalf of itself, the Trustee and the Noteholders, hereby agrees that (a) The Company covenants any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the Collateral Agent, the Trustee, or any Noteholder that secures all or any portion of the Indenture Secured Obligations, shall in all respects be junior and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, that the Senior Notes shall be issued subject subordinate to all Liens granted to the provisions Agent (or any Lender) in the Collateral to secure all or any portion of this Article VIthe Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Lender Priority Debt Amount; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.and (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable any Lien in respect of Senior Indebtednessall or any portion of the Collateral now or hereafter held by or on behalf of the Agent (or any Lender) that secures all or any portion of the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Lender Priority Debt Amount, whether outstanding at shall in all respects be senior and prior to all Liens granted to the date Collateral Agent (or the Trustee or any Noteholder) in the Collateral to secure all or any portion of this Agreement or thereafter incurredthe Indenture Secured Obligations. The term “Senior Indebtedness” meansCollateral Agent, for and on behalf of itself, the Trustee and the Noteholders, acknowledges and agrees that, concurrently herewith, the Agent, for and on behalf of itself and the Lenders, has been granted Liens upon all of the Collateral in which the Collateral Agent has been granted Liens and the Collateral Agent hereby consents thereto. The Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that the Collateral Agent, for the benefit of itself, the Trustee, and the Noteholders, has been granted Liens upon all of the Collateral in which the Agent has been granted Liens (other than with respect to the Senior NotesEquity Interests of FSELLC owned by GNELLC) and the Agent hereby consents thereto. The subordination of Liens in the Collateral (up to and not to exceed the Maximum Lender Priority Debt Amount) by the Collateral Agent, on behalf of itself, the principal Trustee, and the Noteholders, in favor of (and premium, if any) and interest, if any (including interest accruing on or after the filing Agent herein shall not be deemed to subordinate the Collateral Agent’s Liens to the Liens of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clausePerson.

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder holder of Senior Notes issued hereunder by such holder’s acceptance thereof likewise covenants and agrees, that the Senior all Notes shall be issued subject to the provisions of this Article VI4; and each Holder holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (ba) The Prior to a Successful Remarketing, the payment by the Company of the principal of of, premium, if any, and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims Senior Indebtedness of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement Supplemental Indenture or thereafter incurred. The term “Senior Indebtedness” meansNotes will initially rank pari passu with all of the Company’s other junior subordinated debt. (b) Following a Successful Remarketing, with respect to effect on the Senior Notesrelated Remarketing Settlement Date, the payment by the Company of the principal of (and of, premium, if any) , and interest, if any (including interest accruing on or after the filing all Notes shall be subordinated and subject in right of any petition in bankruptcy or for reorganization relating payment to the Company, whether or not such claim for post petition interest is allowed prior payment in such proceedings), on full of all Senior Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall but not include unsecured junior subordinated obligations (A) any Indebtedness issued to any statutory trust created as defined by the Company for at the purpose time of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior Remarketing by an Officers’ Certificate delivered to such Senior Notes, (Bthe Trustee) any guarantees of the Company Company. From and after any such Remarketing Settlement Date, the Notes will rank senior to any such unsecured junior subordinated obligations, the payment of principal of, premium, if any, and interest thereon shall be subordinated to, and subject in respect right of payment to the equity securities or other securities of any financing entity referred to prior payment in clausefull of, the Notes.

Agreement to Subordinate. (a) The Company covenants This Lease shall be and agreeshereby is made subject and subordinate at all times to the lien or security title of any mortgage granted by Landlord which may now or hereafter affect the real property of which the Demised Premises forms a part, and each Holder of Senior Notes issued hereunder likewise covenants to all renewals, modifications, consolidations, participations, replacements and agrees, that the Senior Notes extensions thereof. While this provision shall be issued subject self-executing, upon Landlord’s written request, Tenant agrees to execute and deliver, in recordable form, a separate written agreement, satisfactory to the provisions holder of this Article VI; any such mortgage, evidencing such subordination, provided, however, Landlord shall use its reasonable efforts to provide a nondisturbance agreement from Landlord’s mortgagee acknowledging and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, agreeing to the extent and terms hereinafter specified in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurredSection 13.1. The term “Senior Indebtednessmortgage” meansas used in this Lease shall include deeds of trust and deeds to secure debt. Upon Tenant’s written request, with respect Landlord will ask the holder of any mortgage affecting the Demised Premises to agree, in writing, in recordable form, for itself, its successors and assigns, that the rights of Tenant under the Lease shall not be terminated, and the possession of Tenant shall not be disturbed by any mortgagee or by any proceeding on the debt which any such mortgage secures, or by any person, firm or corporation whose rights were acquired as a result of such proceeding or by virtue of a right or power contained in any such mortgage or the bond or note secured thereby and that any sale at foreclosure will be subject to this Lease, subject however, to the Senior Notesconditions requested by such mortgagee as a prerequisite to the execution of such agreement. Tenant agrees that, in the principal event of (and premium, if any) and interest, if any (including interest accruing on or after the filing foreclosure of any petition in bankruptcy such mortgage or for reorganization relating sale of the Demised Premises under the power contained therein, Tenant will attorn to and accept the Company, whether or not purchaser at any such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company sale as Landlord for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees balance of the Company in respect then remaining term of the equity securities or other securities Lease, subject to all of any financing entity referred to in clausethe terms and conditions.

Agreement to Subordinate. The holder hereof (athe "Subordinated Creditor") The Company covenants and agrees, and the Borrower each Holder of Senior Notes issued hereunder likewise covenants and agrees, agree that the Senior Notes Affiliate Subordinated Debt is and shall be issued subordinate and subject to the provisions in right of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims obligations of the Company’s depositorsBorrower now or hereafter existing under (a) the Amended and Restated Credit Agreement, if applicabledated as of April 17, 2003, as from time to time in effect (the "Credit Agreement"), among the Borrower, the financial institution(s) party thereto and Citibank, N.A., as Agent for such financial institution(s), and all amounts then due any promissory notes (the "Notes") issued pursuant thereto and payable in respect of Senior Indebtedness, whether outstanding at (b) such documents as may be listed on Schedule I hereto on the date of this Agreement execution hereof or thereafter incurred. The term “Senior Indebtedness” means, with respect from time to time added to said Schedule I (other than any such document which the Senior NotesCreditors (as hereinafter defined) thereunder have agreed may be deleted from said Schedule I from time to time) by a writing signed by the Borrower and the Subordinated Creditor (such documents being referred to herein collectively as the "Senior Debt Documents"), the principal of whether for principal, interest (and premiumincluding, if any) and without limitation, interest, if any as provided in the Notes and in the debt instruments included in the Senior Debt Documents (including interest such debt instruments included in the Senior Debt Documents being referred to herein collectively as the "Senior Debt Instruments"), accruing on or after the filing of a petition initiating any petition proceeding referred to in bankruptcy or for reorganization relating to the CompanySection 3(a), whether or not such interest accrues after the filing of such petition for purposes of the Federal Bankruptcy Code or is an allowed claim for post petition interest is allowed in such proceedingsproceeding), on all Indebtednessfees, whether outstanding on expenses, indemnity or other amounts due thereunder (such obligations of the date of execution Borrower under the Credit Agreement and the Senior Debt Documents being the "Obligations"). For the purposes of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness the Obligations shall not include be deemed to have been paid in full until (i) with respect to the Lenders, the earlier of (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of IndebtednessFinal Maturity Date, which shall in all cases be junior to such Senior Notes, and (B) any guarantees the date of termination in whole of each Lender's commitment (the "Termination Date") under the Credit Agreement shall have occurred and (ii) with respect to each Senior Creditor, the obligation under each of its respective Senior Debt Documents to extend credit, disburse funds or acquire a debt instrument shall have terminated and unless the Lenders, the creditors under the Senior Debt Documents and the holders (other than the Lenders) of the Company in respect of the equity securities or other securities of any financing entity Senior Debt Instruments (such creditors and holders being referred to collectively herein as the "Senior Creditors") shall have received payment of their respective Obligations in clausefull in cash. The Borrower and the Subordinated Creditor shall endorse on any instrument evidencing Affiliate Subordinated Debt a statement to the effect that it is subject to these terms of subordination.

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, IPG agrees that the Senior Notes Guarantor Obligations are and shall be issued subordinate and subject to the provisions in right of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims the Senior Obligations and that any guarantees, security interests, mortgages and other liens securing payment of the Company’s depositorsGuarantor Obligations, if applicableincluding but not limited to the Guaranty, the Security Agreement and all amounts then due the Pledged Stock, are and payable in respect of Senior Indebtednessshall be subordinate, whether outstanding at to the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” meansfullest extent permitted by law and as hereinafter set forth, with respect to the Senior NotesObligations, notwithstanding the principal perfection, order of (and premiumperfection or failure to perfect, if any) and interestany such security interest or other lien, if any (including interest accruing on or after the filing or recording, order of any petition in bankruptcy filing or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreementrecording, or hereafter created, assumed failure to file or incurred, and record this Intercreditor Agreement or any deferrals, renewals instrument or extensions of such Indebtednessother document in any filing or recording office in any jurisdiction; provided, however, that Senior Indebtedness except as expressly set forth herein, nothing contained in this Intercreditor Agreement shall not include (A) affect or in any Indebtedness issued manner limit the ability of IPG to pursue all remedies to which it is entitled pursuant to the Operating Agreement or the Letter Agreement against AACI or any statutory trust created by other Person other than the Company for the purpose Guarantors or against any assets of issuing trust preferred securities AACI in connection with such issuance the Parent Obligations. (b) The Agent agrees that the Credit Obligations are and shall be subordinate and subject in right of Indebtednesspayment, which shall to the extent and in all cases be junior the manner hereinafter set forth, to such Senior Notes, (B) any guarantees the prior payment in full of the Company in respect Guarantor Obligations and that any guarantees, security interests, mortgages and other liens on assets of the equity securities Guarantors or the Pledged Stock securing payment of the Credit Obligations are and shall be subordinate, to the fullest extent permitted by law and as hereinafter set forth, to the Guarantor Obligations, notwithstanding the perfection, order of perfection or failure to perfect, any such security interest or other securities lien, or the filing or recording, order of filing or recording, or failure to file or record this Intercreditor Agreement or any financing entity referred to instrument or other document in clauseany filing or

Agreement to Subordinate. (a) The Company Issuer, for itself, its successors and assigns, covenants and agrees, and each Holder of Senior Notes issued hereunder a Debt Security likewise covenants and agreesagrees by such Holder's acceptance thereof, that the Senior Notes shall be issued subject obligation of the Issuer to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The make any payment by the Company on account of the principal of and interest on each and all Senior Notes issued hereunder of the Debt Securities shall, to the extent and in the manner hereinafter set forthprovided herein, be subordinated subordinate and subject junior in right of payment to the prior Issuer's obligations to the holders of Senior Indebtedness. In the event of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up of or relating to the Issuer as a whole, whether voluntary or involuntary, all obligations of the Issuer to holders of Senior Indebtedness shall be entitled to be paid in full before any payment, whether in cash, property or otherwise, shall be made on any account of the principal of or interest on any of the Debt Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders shall be entitled ratably to be paid from the remaining assets of the Issuer the amounts at the time due and owing on account of unpaid principal of and interest, if any, on the Debt Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities (other than securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Debt Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Debt Securities, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full, such payment or distribution shall be held (in trust if received by such Holders) for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Debt Securities on account of the unpaid principal of or interest, if any, on the Debt Securities for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Issuer in trust in accordance with the provisions of this Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Issuer in respect of any security the creation of which is not prohibited by the provisions of this Indenture. The Holders of Debt Securities and the Trustee, in respect of any claims of the Company’s depositorsHolders to payment of any principal or interest in respect of any Debt Securities, if applicableby their acceptance thereof will be deemed to have waived any right of set-off or counterclaim that such Holders or (subject to Section 6.07) the Trustee, respectively, in such respect, might otherwise have. The Issuer shall give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to the Issuer as a whole, whether voluntary or involuntary, or of any default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in respect of the Debt Securities under this Section. The Trustee, subject to the provisions of Section 6.01, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Trustee assigned to the Corporate Trust Office has received at the Corporate Trust Office of the Trustee from the Issuer or any one or more holders of Senior Indebtedness or any receiver or conservator of the Issuer (who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Issuer referred to in this Article, the Trustee and Holders shall be entitled to rely conclusively upon a certificate of the receiver or conservator, or any order or decree entered by a court of competent jurisdiction, or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all amounts then due and payable other facts pertinent thereto or to this Article. In the absence of a certificate from any such liquidating trustee, receiver, conservator, agent or other Person, the Trustee, subject to Section 6.01, shall be entitled to rely conclusively upon a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in its discretion, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness, whether outstanding at to participate in any payment or distribution pursuant to this Section, the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior NotesIndebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the principal of (and premiumTrustee may, if any) and interest, if defer any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating payment to such Person pending judicial determination as to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions right of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued Person to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with receive such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clausepayment.

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder of Senior Notes issued hereunder Securities, by his acceptance thereof, likewise covenants and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment indebtedness represented by the Company Securities and the payment of the principal of and interest on each and all Senior Notes issued hereunder shallof the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims Senior Indebtedness of the Company’s depositors. Anything in the Securities or in this Indenture to the contrary notwithstanding, if applicablethe indebtedness evidenced by the Securities shall be subordinate and junior in right of payment, and in all amounts then due and payable in respect respects, to all Senior Indebtedness of Senior Indebtednessthe Company, whether outstanding at the date Issue Date or incurred after the Issue Date. In the event of (i) any insolvency or bankruptcy case or proceeding, (ii) any receivership, liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iii) any assignment for the benefit of the creditors or any other marshaling of assets and liabilities of the Company, then and in any such event specified in (i), (ii) or (iii) above, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any Note Payment (as defined below), and in any such event any Note Payment to which the Holders of the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Agreement Indenture, shall be made by the Company or thereafter incurred. The term “by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective trustee, agent or other representative under any agreement or indenture pursuant to which any such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full, in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness” means. In the event that, notwithstanding the foregoing provision prohibiting such Note Payment, any Note Payment shall be received by the Trustee or any Holder of Securities at a time when such Note Payment is prohibited as described in the preceding paragraph and before all obligations in respect of Senior Indebtedness are paid in full in cash, such Note Payment shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective trustee, agent or other representative under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash after giving effect to any concurrent payment, distribution or provision therefor to or for the account of the holders of such Senior Indebtedness. No direct or indirect payment, deposit or distribution of any kind or character, whether in cash, property or securities (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company of principal of, premium, if any, or interest on, or any other obligation in respect of, the Securities whether pursuant to the terms of the Securities, upon acceleration, by way of repurchase, redemption, defeasance or otherwise (all such payments, deposits or distributions being referred to herein, individually and collectively, as a "Note Payment"), shall be made if, at the time of such Note Payment, there exists a default (a "Payment Default") in the payment when due of all or any portion of the obligations under or in respect of any Designated Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such Payment Default shall not have been cured or waived. In addition, during the continuance of any default or event of default (other than a Payment Default) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without the giving of any notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, no Note Payment may be made by or on behalf of the Company for a period (a "Payment Blockage Period") commencing upon the receipt by the Company and the Trustee of written notice of such default or event of default from the holder or holders of such Designated Senior Indebtedness or any trustee, agent or other representative acting on behalf of the holder or holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the holder or holders of such Designated Senior Indebtedness or any trustee, agent or other representative acting on behalf of the holder or holders of such Designated Senior Indebtedness, (ii) by discharge or repayment in full in cash of such Designated Senior Indebtedness or (iii) because the default or event of default giving rise to such Payment Blockage Notice has been cured, waived or ceased to exist). Subject to the provisions of the first sentence of this paragraph, the Company may resume payments on the Securities after such Payment Blockage Period. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days, unless at least 180 consecutive days shall have elapsed during which time no payment blockage was in effect. No default or event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior NotesIndebtedness initiating such Payment Blockage Period may be, or be made, the principal of (and premium, if any) and interest, if any (including interest accruing on or after basis for the filing commencement of any petition in bankruptcy other Payment Blockage Period by the holder or for reorganization relating to holders of such Designated Senior Indebtedness or any trustee, agent or other representative acting on behalf of the Companyholder or holders of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such claim default or event of default has been cured or waived for post petition interest a period of not less than 90 consecutive days. In the event that, notwithstanding the foregoing, any Note Payment shall be received by the Trustee or any Holder when such Note Payment is allowed prohibited by the second preceding paragraph, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Senior Indebtedness or any trustee, agent or other representative under any agreement or indenture pursuant to which any such Designated Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Designated Senior Indebtedness that such prohibited Note Payment has been made, the holders of the Designated Senior Indebtedness (or their trustee, agent or other representative) notify the Trustee in writing of the amounts then due and owing on the Designated Senior Indebtedness, if any, and only the amount specified in such proceedingsnotice to the Trustee shall be paid to or for the account of the holders of Designated Senior Indebtedness. The failure to make any payment or distribution for or on account of the Securities by reason of the provisions of this Indenture described under this section will not be construed as preventing the occurrence of an Event of Default described in clause (i), on all Indebtedness, whether outstanding on the date (ii) or (iii) of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions Section 6.1(a). 1. By reason of such Indebtedness; providedsubordination, howeverin the event of liquidation or insolvency, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees creditors of the Company in respect who are not holders of Senior Indebtedness of the equity securities Company (other than the Holders of the Securities or other securities equally subordinated obligations) may recover less, ratably, than the holders of Senior Indebtedness of the Company and may recover more, ratably, than the Holders of the Securities. The Notes are effectively subordinated to all existing and future liabilities (including liabilities owed to trade creditors) of the Subsidiaries of the Company to the extent of the assets of each Subsidiary of the Company. Any right of the Company to participate in any financing entity referred distribution of the assets of its Subsidiaries upon the liquidation, reorganization or insolvency thereof (and the consequent right of the Holders to benefit from those assets) will be subject to the claims of creditors (including trade creditors) of such Subsidiary, except to the extent that claims of the Company itself as a creditor of such Subsidiary may be recognized, in clausewhich case the claims of the Company would still be subordinate to any security interest in the assets of such Subsidiary and any Indebtedness of such Subsidiary senior to that held by the Company.

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise covenants by accepting a Security consents and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment Indebtedness evidenced by the Company Securities and the payment of the principal of and interest on all Senior Notes issued hereunder shallthe Securities is subordinated in right of payment, to the extent and in the manner hereinafter set forthprovided in this Article, be subordinated and subject in right of payment to the prior payment in full full, in cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, of all claims of the Company’s depositors, if applicable, and all amounts then Obligations due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, Debt whether outstanding on the date of execution of this Agreement, hereof or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company subordination herein is for the purpose benefit of issuing trust preferred securities in connection with such issuance the holders of IndebtednessSenior Debt. (b) For purposes of this Article 10, which a payment or distribution on account of the Securities may consist of cash, property or securities, by set-off or otherwise, and a payment or distribution on account of any of the Securities shall in include, without limitation, any redemption, purchase or other acquisition of the Securities. (c) The agreement to subordinate set forth herein includes, for all cases be junior to such Senior Notespurposes under this Article, (B) any guarantees the agreement of the Company, the Guarantor and the Holders of Securities that the Obligations of the Guarantor under the Guarantee, and the Obligations of the Company and the Guarantor under the Collateral Documents, are also subordinated in right of payment, to the extent and in the manner provided in this Article, to the prior payment in full, in cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, of all Obligations due in respect of Senior Debt whether outstanding on the equity securities date hereof or hereafter incurred, and that the subordination herein is for the benefit of the holders of Senior Debt. This agreement to subordinate set forth herein also includes, for all purposes under this Article, the application of available cash proceeds upon an Event of Default in the manner set forth in the Intercreditor Agreement. (d) The priorities of the liens, claims, encumbrances, security interests or other securities interests established, altered or specified in this Indenture are applicable irrespective of the time or order of attachment or perfection (or the lack of attachment or perfection) thereof, the method of perfection, the time or order of filing of financing statements or the taking of possession, or the giving of or failure to give notice of the acquisition or expected acquisition of purchase-money or other security interests or otherwise and irrespective of any financing entity referred other law, decision, fact, circumstance, act or occurrence that might otherwise affect the priorities established under this Indenture. For all purposes of this Indenture, the provisions of this Article that apply to in clausethe Company and its Obligations under the Securities shall similarly apply to the Obligations of the Company and the Guarantor under the Collateral Documents and the Obligations of the Guarantor under the Guarantee.

Agreement to Subordinate. (ai) The Company covenants Junior Subordinated Obligation Holder hereby acknowledges and agreesagrees that the indebtedness created by, and each Holder other obligations of Senior Notes issued hereunder likewise covenants and agreesany nature payable in respect of, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior NoteJunior Subordinated Obligation, whether upon original issue including without limitation any renewals, rearrangements, or upon transfer or assignment modifications thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on are at all Senior Notes issued hereunder shalltimes, to the extent and in the manner hereinafter set forthall respects, be subordinated subordinate and subject junior in right of payment payment, and as to any security interest in the Borrower’s assets, to all Superior Indebtedness (as defined herein) on the following terms and conditions: (1) The Junior Subordinated Obligation Holder postpones and subordinates the Junior Subordinated Obligation and any and all other indebtedness, now or hereafter existing from Borrower to any Junior Subordinated Obligation Holder, including, but not limited to, all rights to receive payments, management fees or distributions, whether in cash or property or otherwise, to any and all obligation of the Borrower pursuant to the prior payment Superior Indebtedness. The Junior Subordinated Obligation Holder agrees that, so long as Borrower is indebted in full of all claims of any way pursuant to the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Superior Indebtedness, Borrower shall not make any payment, whether outstanding at the date of this Agreement in cash, property or thereafter incurred. The term “Senior Indebtedness” meansotherwise, or grant any security interest, with respect to the Senior NotesJunior Subordinated Obligation Holder or the Junior Subordinated Obligation. If any payment or distribution, whether in cash, property or otherwise, is made by Borrower in violation of this Section 1(a)(i)(1), the Junior Subordinated Obligation Holder shall hold such payment in trust for the holder of the Superior Indebtedness and pay it over to such holder, or its representative, to the extent necessary to pay in full all Superior Indebtedness then remaining unpaid. In the event of any proceedings relative to the Borrower or its property under any Debtor Relief Laws (as defined below), or in the event of any voluntary or involuntary liquidation, winding up or dissolution of the Borrower, or assignment for the benefit of creditors, the Holder of Superior Indebtedness shall be entitled to receive payment in full of the Superior Indebtedness (including, without limitation, post-petition interest, regardless of whether such interest is allowable under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) before any of the Junior Subordinated Obligation Holder is entitled to receive any payment or distribution (whether in cash, property or securities) on account of the Junior Subordinated Obligation and, in the event any such payment or distribution is made upon or in respect of the Junior Subordinated Obligation from and after the commencement of any such proceedings, liquidation, winding-up or dissolution, the Junior Subordinated Obligation Holder shall hold such payment in trust for the holder of the Superior Indebtedness and pay it over to such holder, or its representative, on demand, to the extent necessary to pay in full all Superior Indebtedness then remaining unpaid; (2) In the event of any dissolution, winding up, liquidation, or reorganization of the Borrower under any Debtor Relief Law (as defined below) (whether voluntary or involuntary and whether in bankruptcy, insolvency, or receivership proceedings, or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of the Borrower or otherwise), Borrower, by its acceptance of this Subordination Agreement, and all Junior Subordinated Obligation Holder, by their acceptance thereof, covenant and agree as follows: (A) all Superior Indebtedness shall first be paid in full before any payment or distribution is made in respect of the Junior Subordinated Obligations; (B) any payment or distribution of assets of the Borrower or from the estate created by the commencement of any such proceedings, whether in cash, property, or securities, to which any of the Junior Subordinated Obligation Holder would be entitled in respect of the Junior Subordinated Obligation except for the provisions of this Section 1 (including any such payments or distributions which may be payable or deliverable by reason of the payment of any other indebtedness of the Borrower being subordinated to the payments due in respect of the Junior Subordinated Obligations), shall be paid or delivered by the Borrower, as the case may be, or any receiver, trustee in bankruptcy, liquidation trustee, agent, or other person making such payment or distribution directly to the holder of Superior Indebtedness or its representative, to the extent necessary to pay in full all Superior Indebtedness remaining unpaid, before any payment or distribution is made to any of the Junior Subordinated Obligation Holder in respect of Junior Subordinated Obligations; and (C) in the event that any payment or distribution of cash, property, or securities shall be received by any of the Junior Subordinated Obligation Holder in contravention of subsection (A) or (B) of this subsection (3) (including any such payments or distributions which may be payable or deliverable by reason of the payment of any other indebtedness of the Borrower being subordinated to the payments due in respect of the Junior Subordinated Obligation), before all Superior Indebtedness is paid in full, such payment or distribution shall be segregated and held in trust for the benefit of, and shall be paid over to, the holder of such Superior Indebtedness or its representative, to the extent necessary to pay in full all Superior Indebtedness then remaining unpaid, after giving effect to any concurrent payment or distribution to the holder of Superior Indebtedness; The consolidation of the Borrower with, or the merger of the Borrower into, another corporation or the liquidation or dissolution of the Borrower following the sale, conveyance or lease of all or substantially all of its property to another corporation shall not be deemed a dissolution, winding up, liquidation or reorganization for the purposes of this subsection (3) if such other corporation shall, as a part of such consolidation, merger, sale, conveyance or lease, expressly assume in writing all of the Borrower’s, as the case may be, obligations under this Subordination Agreement. (3) If the Borrower or the Lender notifies the Junior Subordinated Obligation Holder that a Default or Event of Default (as defined in the Loan Agreement) in respect of any Superior Indebtedness shall have occurred (whether as a consequence of a failure to make a payment or otherwise), the Junior Subordinated Obligation Holder shall not take or receive any payment or distribution (whether in cash, property or securities) upon or in respect of all or any part of the Junior Subordinated Obligation unless and until such Default or Event of Default shall have been fully cured or waived and, in the event that the Junior Subordinated Obligation Holder receives any such payment or distribution, it shall hold such payment or distribution in trust for the Holder of Superior Indebtedness and pay it over to the holder or its representative, on demand; (4) Junior Subordinated Obligation Holder shall not demand, xxx for, take, or receive by set-off or otherwise, any payment, whether in cash, property or otherwise with respect to the Junior Subordinated Obligations. Junior Subordinated Obligation Holder shall not proceed against Borrower if Borrower fails to make any payments of the Junior Subordinated Obligations, and will take no action to levy, execute, seize, or otherwise acquire any assets or property of the Borrower. The Junior Subordinated Obligation Holder specifically covenants and agrees that the position and security of the Lender with respect to all assets of the Borrower shall remain in all situations prior and superior to any rights of Junior Subordinated Obligation Holder in such assets or property. (5) If and so long as (i) the payment of the principal in respect of the Senior Note has not been accelerated by the Holder thereof, and (ii) no Event of Default described in Section 12 of the Loan Agreement shall then exist, the Junior Subordinated Obligation Holder shall not demand, xxx for, or commence (or join in the commencement of) any action or proceeding against the Borrower under any Debtor Relief Laws unless and until the Superior Indebtedness shall have been paid in full; (ii) As used herein, “Superior Indebtedness” means the principal of, premium, if any) , and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurredSenior Note, and any deferralsall fees, renewals or extensions of such Indebtedness; providedexpenses, howeverreimbursements, that Senior Indebtedness shall not include indemnities, premiums and other amounts payable under the Loan Documents (A) any Indebtedness issued to any statutory trust created by as defined in the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseLoan Agreement).

Agreement to Subordinate. (a) The Company Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Senior Notes issued hereunder a Security likewise covenants and agreesagrees by his acceptance thereof, that the Senior Notes shall be issued subject to the provisions obligation of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company to make any payment on account of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interestinterest on each and all of the Securities shall be subordinate and junior in right of payment to the Company's obligations to the holders of Senior Indebtedness and, if any under the circumstances described in clause (including interest accruing on or after ii) of this sentence, to the filing holders of Additional Senior Obligations, to the extent provided herein, and that in the case of any petition in bankruptcy insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or for reorganization similar proceedings or any liquidation or winding- up of or relating to the CompanyCompany as a whole, whether voluntary or not such claim for post petition interest is allowed in such proceedings)involuntary, on (i) all Indebtedness, whether outstanding on the date obligations to holders of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include be entitled to be paid in full before any payment shall be made on account of the principal of (and premium, if any) or interest on the Securities and, (ii) if after giving effect to the operation of clause (i) above, (A) any amount of cash, property or securities remains available for payment or distribution in respect of the Securities ("Excess Proceeds") and (B) creditors in respect of Additional Senior Obligations have not received payment in full of amounts due or to become due thereon or payment of such amounts have not been duly provided for, then such Excess Proceeds shall first be applied to pay or provide for the payment in full of all such Additional Senior Obligations before any payment shall be made on account of the principal of (and premium, if any) or interest on the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness issued and Additional Senior Obligations, the Holders of the Securities, together with the holders of any obligations of the Company Ranking on a Parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Ranking Junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness and Additional Senior Obligations are paid in full and if the Holder or the Trustee, as the case may be, receiving such payment is aware at the time of receipt that all Senior Indebtedness and Additional Senior Obligations have not been paid in full, then such payment or distribution shall, if received by any Holder, be held in trust for the benefit of the holders of Senior Indebtedness and/or Additional Senior Obligations, as the case may be or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company, and, in each case, shall be applied to the payment of all Senior Indebtedness and Additional Senior Obligations remaining unpaid, until all such Senior Indebtedness and Additional Senior Obligations shall have been paid in full, after giving effect to any statutory concurrent payment or distribution to the holders of such Senior Indebtedness and Additional Senior Obligations. For purposes of this paragraph only, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness and Additional Senior Obligations which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities on account of the unpaid principal of (and premium, if any) or interest on the Securities for the payment of which funds have been deposited in trust created with the Trustee or have been set aside by the Company for in trust in accordance with the purpose provisions of issuing trust preferred securities in connection with this Indenture; nor shall such issuance provisions impair any rights, interests, remedies or powers of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees secured creditor of the Company in respect of any security the equity securities creation of which is not prohibited by the provisions of this Indenture. If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or other securities (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Company with respect to the principal of (or premium, if any) or interest on the Securities. The provisions of this paragraph shall not apply to any payment with respect to which the first paragraph of this Section would be applicable. The securing of any financing entity referred obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities shall not be deemed to prevent such obligations from constituting obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities. 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 of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in clauseArticle Eight shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the conditions set forth in Article Eight.

Agreement to Subordinate. (a) The Company covenants Subject to the terms of the Amended and agreesRestated Credit Agreement, the Borrower and each Holder of Senior Notes issued hereunder likewise covenants and agrees, the Subordinated Creditors agree that the Senior Notes Intercompany Debt is and shall be issued subject to the provisions of this Article VI; subject, subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallrendered junior, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment payment, to the prior payment in cash in full of all claims Obligations of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior IndebtednessBorrower now existing or hereafter arising, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” meansfor (i) principal, with respect to the Senior Notes(ii) interest (including, the principal of (and premiumwithout limitation, if any) and interest, if any (including interest accruing on or after the filing of a petition initiating any petition proceeding referred to in bankruptcy or for reorganization relating to the Companyclause (a) of Section 3, whether or not such ---------- --------- allowed as a claim for post petition interest is allowed in such proceedingsproceeding), on all (iii) reasonable costs, (iv) reasonable fees (including, without limitation, reasonable attorneys' fees and disbursements), (v) reasonable expenses, and (vi) otherwise (the Obligations specified in clauses(a)(i) through (a)(vi) above are referred to collectively as the ------------- ------- "Senior Indebtedness, whether outstanding on the date of execution "). For purposes of this Subordination Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that the Senior Indebtedness shall not include (A) any -------------------- be deemed to have been paid in cash in full until the Lenders shall have received full payment of the Senior Indebtedness issued to any statutory trust created in cash, which payment shall have been retained by the Company Lenders for a period of time in excess of all applicable preference or other similar periods under applicable bankruptcy, insolvency or creditors' rights laws. Each of the Borrower and the Subordinated Creditors waive notice of acceptance of this Subordination Agreement by the Lenders, and the Subordinated Creditors waive notice of and consent to the making, amount and terms of the Senior Indebtedness which may exist or be created from time to time and any renewal, extension, amendment or modification thereof, and any other lawful action which any Lender or Lenders in its and their sole and absolute discretion may take or omit to take with respect thereto. The provisions of this Section shall constitute a continuing offer made for the purpose benefit of issuing trust preferred securities in connection with and to all Lenders and each Lender is hereby irrevocably authorized to enforce such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseprovisions.

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, Subordinated Creditors agree that the Senior Notes Subordinated Obligations are and shall be issued subordinate and subject to the provisions in right of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims the Senior Obligations and that payment of the Company’s depositorsSubordinated Obligations is and shall be subordinate, if applicableas hereinafter set forth, and to the Senior Obligations. The term "Senior Obligations" shall mean all amounts then due and payable in respect obligations of the Guarantor under the Senior IndebtednessObligation Documents including, without limitation, whether outstanding at the date hereof or hereafter incurred or created, all obligations to pay principal (which may not exceed $14,963,000 plus the aggregate principal amount of this Agreement any New Debentures issued under the Indenture after the date hereof in exchange for the same aggregate principal amount of Old Debentures), premium, if any, interest (including, without limitation, interest accruing after the commencement of any bankruptcy, insolvency, reorganization or thereafter incurred. The term “Senior Indebtedness” means, similar proceedings with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the CompanyGuarantor, whether or not determined to be an allowed claim in any such claim for post petition interest is allowed in such proceedingsproceeding), on charges, costs, expenses and fees including, without limitation, the disbursements and reasonable fees of counsel to the Trustee, all Indebtedness, whether outstanding on obligations to reimburse or indemnify the date of execution of this Agreement, or hereafter created, assumed or incurredTrustee in any way, and all renewals, extensions, restructurings, refinancings or refunding of any deferralsindebtedness under the Senior Obligation Documents in the nature of a "workout" or otherwise. The expressions "prior payment in full", renewals "payment in full, "paid in full" or extensions any other similar term(s) or phrase(s) when used herein with respect to Senior Obligation Documents shall mean the payment in full, in cash, of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company Senior Obligations. Notwithstanding the foregoing, nothing in respect this Agreement shall prevent the Subordinated Creditors from exercising rights or remedies against Sierra or against any guarantor of Sierra's obligations under the equity securities or other securities of any financing entity referred to in clauseCredit Agreement (including, without limitation, the Guarantor).

Agreement to Subordinate. (a) The Company covenants Maker and agrees, Holder agree that this Promissory Note is and each Holder of Senior Notes issued hereunder likewise covenants and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment subordinate to the prior payment in full in of all claims Senior Debt of Maker, including Senior Debt of the Company’s depositorsCompany incurred, if applicablecreated, assumed or guaranteed after the date hereof, and that the subordination is for the benefit of and enforceable by the holders of such Senior Debt. Holder will, at any time and from time to time and at the Maker’s expense, promptly execute and deliver all amounts then due further instruments, documents and payable agreements, and take all further action, that may be necessary or desirable, or that any trustee, agent or representative for any Senior Debt may reasonably request, in respect order to protect any right or interest granted or purported to be granted hereby or to enable such trustee, agent or representative or any holder of Senior Indebtedness, whether outstanding at the date Debt to exercise its rights and remedies hereunder. For purposes of this Agreement or thereafter incurred. The term Promissory Note, “Senior IndebtednessDebt” means, with respect to the Senior Notes, means the principal of (and of, premium, if any) and , interest (including interest, if any (including interest to the extent allowable, accruing on or after subsequent to the filing of a petition initiating any petition in proceeding under any state, federal or foreign bankruptcy or for reorganization relating to the Companylaw, whether or not such a claim for post post-petition interest is allowed allowable as a claim in any such proceedings)proceeding) and rent payable on or termination payment with respect to or in connection with, and all fees, costs, expenses, reimbursement amounts, indemnities and other amounts accrued or due on all Indebtednessor in connection with, secured indebtedness of Maker, whether outstanding on the date of execution of this AgreementPromissory Note or thereafter created, incurred, assumed, guaranteed or in effect guaranteed by Maker (including all deferrals, renewals, extensions or refundings of, or hereafter createdamendments, assumed modifications or incurredsupplements to, and any deferralsthe foregoing), renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include except for: (Aa) any Indebtedness issued liability for federal, state, local or other taxes owed or owing by Maker; (b) any indebtedness of Maker owed to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, its subsidiaries or other affiliates; (Bc) any guarantees trade payables; or (d) any indebtedness of the Company Maker that is, by its express terms, subordinated in respect right of the equity securities or other securities of any financing entity referred payment to in clausethis Promissory Note.

Agreement to Subordinate. (a) The Company covenants Subordinated Creditor and agrees, and Borrower each Holder of Senior Notes issued hereunder likewise covenants and agrees, agree that the Senior Notes Subordinated Debt is and shall be issued subject to the provisions of this Article VI; subject, subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallrendered junior, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment payment, to the prior indefeasible payment in full of all claims of the Company’s depositorsSenior Indebtedness now existing or hereafter arising whether for: (i) principal; (ii) interest (including, if applicablewithout limitation, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of a petition initiating any petition proceeding referred to in bankruptcy or for reorganization relating to the CompanySection 3(a) hereof, whether or not such allowed as a claim for post petition interest is allowed in such proceedingsproceeding); (iii) premiums, on all Indebtednessif any; (iv) fees (including, whether outstanding on without limitation, attorneys’ fees and disbursements); (v) expenses; or (vi) otherwise. For the date of execution purposes of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that the Senior Indebtedness shall not include (A) any be deemed to have been indefeasibly paid in full until the Senior Creditors shall have received full payment of the Senior Indebtedness issued to any statutory trust created in cash, which payment shall have been retained by the Company Senior Creditors for a period of time in excess of all applicable preference or other similar periods under applicable bankruptcy, insolvency or creditors’ rights laws. Borrower and Subordinated Creditor each waives notice of acceptance of this Agreement by the Senior Creditors, and Subordinated Creditor waives notice of and consents to the making, amount and terms of the Senior Indebtedness which may exist or be created from time to time and any renewal, extension, amendment or modification thereof and any other action which the Senior Creditors may take or omit to take with respect thereto. This Section 2 shall constitute a continuing offer to the Senior Creditors and its provisions are made for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees benefit of the Company Senior Creditors. (b) In the event that Borrower shall make, or Subordinated Creditor shall receive, any payment on Subordinated Debt in contravention of this Agreement, then and in any such event such payment shall be deemed to be the property of, segregated, received and held in trust, and shall be immediately paid over and delivered to Agent, for the benefit of the Senior Creditors. (c) Borrower shall not make, and Subordinated Creditor shall not receive or accept, any payment (whether in cash, property or securities) in respect of Subordinated Debt unless and until the equity securities Senior Indebtedness has been indefeasibly paid in full; provided that Borrower may make and Subordinated Creditor may receive and accept: (i) payment of interest in the form of a Subordinated Note with the same terms (other than principal amount) as the Subordinated Note on which interest is being paid, (ii) capitalization of interest as principal under a Subordinated Note; (iii) payment of principal or other securities accrued interest in the form of any financing entity referred Borrower’s Capital Stock or the conversion of a Subordinated Note into the Borrower’s Capital Stock; and (iv) replacement of a Subordinated Note by a new Subordinated Note to in clauseevidence a change permitted herein to the terms of the Subordinated Note being replaced.

Agreement to Subordinate. (a) The Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, by accepting a Note agrees (i) that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment Indebtedness evidenced by the Company Notes and any Guarantee is subordinated in right of the principal of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article 11, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of Debt (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and (ii) all security interests and other liens securing payment of execution the Notes or guaranty thereof are and shall be subordinate, to the fullest extent permitted by law and as hereinafter set forth, to the security interests and other liens securing the Senior Debt notwithstanding the perfection, order of perfection or -67- failure to perfect, any such security interest or other lien, or the filing or recording, order of filing or recording or failure to file or record this agreement or any instrument or other document in any filing or recording office in any jurisdiction. The Trustee and each Holder agrees that it will not directly or indirectly take any action to contest or challenge the validity, legality, perfection, priority, availability, or enforceability of any lien or security interest of the holders of the Senior Debt upon any of the Collateral or seek to have the same avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise. For the purposes of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that the Senior Indebtedness Debt shall not include be deemed to have been paid in full (A"Indefeasible Repayment") any Indebtedness issued until the obligations of the holders of the Senior Debt to any statutory trust created extend additional credit under the Senior Debt Documents has terminated and 90 days have elapsed after the date on which the holders or owners thereof shall have received payment in full of the Senior Debt in cash. The subordination is for the benefit of and enforceable by the holders of Senior Debt. Payments by Guarantors and the liens securing such payments shall be subject to the same restrictions as payments by the Company for hereunder and the purpose of issuing trust preferred securities in connection with liens securing such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clausepayments.

Agreement to Subordinate. (a) The Company Notwithstanding any other provision to the contrary in this Indenture, each Subsidiary Guarantor covenants and agrees, and each Holder of Senior Notes issued hereunder likewise by accepting a Security covenants and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound all payments by such provisions. (b) The payment by the Company Subsidiary Guarantor in respect of the principal its Subsidiary Guarantee are subordinated in right of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article, be subordinated and subject in right of payment to the prior payment in full of all claims Senior Indebtedness of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all IndebtednessSubsidiary Guarantor, whether outstanding on the date Issue Date or thereafter incurred, including all Obligations of execution the Company and such Subsidiary Guarantor under the Senior Credit Facility. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of each subsidiary Guarantor as provided in this AgreementArticle and appoints the Trustee as such Holder's attorney-in-fact for any and all such proposes, including, in the event of any voluntary or involuntary liquida- tion or dissolution of a Subsidiary Guarantor, whether total or partial, or hereafter createdin a bankruptcy, assumed reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or incurredsimilar proceeding relating to a Subsidiary Guarantor or its property, and any deferrals, renewals or extensions the timely filing of a claim for the unpaid balance of such IndebtednessHolder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a property claim or proof to debt in the form required in such proceeding prior to 20 days before the expiration of the time to exile such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; provided, however, that any such claim filed by such Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provisions set forth in this Article are, and are intended to be, an inducement and consideration to each holder of Senior Indebtedness of each Subsidiary Guarantor, whether such Senior Indebtedness was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall not include (A) any Indebtedness issued be deemed conclusively to any statutory trust created by the Company for the purpose of issuing trust preferred securities have relied upon such subordination provisions in connection with acquiring and continuing to hold, or in continuing to hold, such issuance of Senior Indebtedness, which shall in all cases be junior to and such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseholder is made an obligee hereunder and may enforce directly such subordination provisions.

Agreement to Subordinate. (a) The Notwithstanding any other provision to the contrary in this Indenture, the Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise by accepting a Security covenants and agrees, that the Senior Notes shall be issued subject to payment of all Obligations under or in connection with the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue Indebtedness now or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment hereafter evidenced by the Company Securities is subordinate in right of the principal of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article, be subordinated and subject in right of payment to the prior payment in full of all claims Senior Debt of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, Issue Date or hereafter created, assumed or thereafter incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in including all cases be junior to such Senior Notes, (B) any guarantees Obligations of the Company under the Credit Agreement. The subordination provisions set forth in respect this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Debt. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the equity securities Trustee, to acknowledge or other securities effectuate the subordination between the Holders and the holders of Senior Debt of the Company as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes, including, in the event of any financing entity referred voluntary or involuntary liquidation or dissolution of the Company, whether total or partial, or in a bankruptcy, reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or similar proceeding relating to the Company or its property, the timely filing of a claim for the unpaid balance of such Holder's Securities in clausethe form required in said proceeding and cause said claim to be approved. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 20 days before the expiration of the time to file such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; PROVIDED, HOWEVER, that any such claim filed by the Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provision set forth in this Article are, and are intended to be, an inducement and consideration to each holder of any Senior Debt of the Company, whether such Senior Debt was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied upon such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt, and such holder is made an obli- gee hereunder and may enforce directly such subordination provisions.

Agreement to Subordinate. (a) The Company covenants Debtor and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, the Subordinated Creditor agree that the Senior Notes Intercompany Subordinated Debt is and shall be issued subject to the provisions of this Article VI; subject, subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallrendered junior, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment payment, to the prior payment in cash in full of all claims obligations of the Company’s depositorsDebtor now existing or hereafter arising in connection with the Credit Agreement or any Hedging Arrangement, if applicablewhether for (i) principal, and all amounts then due and payable (ii) reimbursement obligations in respect of Senior Indebtednessletters of credit, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means(iii) interest (including, with respect to the Senior Noteswithout limitation, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of a petition initiating any petition proceeding referred to in bankruptcy or for reorganization relating to the Companyclause (a) of Section 3, whether or not such allowed as a claim for post petition interest is allowed in such proceedingsproceeding), on all (iv) costs, fees (including, without limitation, attorneys' fees and disbursements) and reasonable expenses or (v) otherwise (the obligations specified in clauses(a)(i) through (a)(v) above are referred to collectively as the "Senior Indebtedness"). For purposes of these provisions, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any be deemed to have been paid in cash in full until the Secured Parties shall have received full payment of the Senior Indebtedness in cash and all letters of credit issued to any statutory trust created under the Credit Agreement have expired or been terminated or have been cash collateralized in full, which payment and/or cash collateralization shall have been retained by the Company Secured Parties for a period of time in excess of all applicable preference or other similar periods under applicable bankruptcy, insolvency or creditors' rights laws. Each of the Debtor and the Subordinated Creditor waives notice of acceptance of these provisions by the Secured Parties, and the Subordinated Creditor waives notice of and consent to the making, amount and terms of the Senior Indebtedness which may exist or be created from time to time and any renewal, extension, amendment or modification thereof, and any other lawful action which any Secured Party in its and their sole and absolute discretion may take or omit to take with respect thereto. The provisions of this Section shall constitute a continuing offer made for the purpose benefit of issuing and to all Secured Parties and each Secured Party is hereby irrevocably authorized to enforce such provisions. (b) In the event that the Debtor shall make, and/or any Subordinated Creditor shall receive, any payment on Intercompany Subordinated Debt in contravention of these provisions or the terms of the Credit Agreement, then and in any such event such payment shall be deemed to be the property of, segregated, received and held in trust preferred securities for the benefit of, and shall be promptly paid over and delivered to, the Administrative Agent for the pro rata benefit of the Secured Parties. (c) The Debtor shall not make, and the Subordinated Creditor shall receive or accept, any payment in respect of any Intercompany Subordinated Debt if a Default of the nature set forth in Section 9.1.9 of the Credit Agreement or any Event of Default has occurred and is continuing or would result therefrom, unless and until (i) the Senior Indebtedness has been paid in cash in full, (ii) in the case of an Event of 155 Default referred to above other than a Default of the nature set forth in Section 8.1.9 of the Credit Agreement, such Event of Default has been cured or waived or (iii) the Administrative Agent has otherwise consented in writing. For purposes of these provisions, "payment" in respect of any Intercompany Subordinated Debt shall include any direct or indirect payment or distribution from any source, whether in cash, property or securities, by set-off or otherwise, in respect of principal, premium, interest or otherwise, including in connection with any redemption or purchase of such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) Intercompany Debt or any guarantees of the Company in respect of the equity securities recovery on any claim for rescission or other securities of any financing entity referred to in clausedamages.

Agreement to Subordinate. (a) The Company Notwithstanding any other provision to the contrary in this Indenture, each Subsidiary Guarantor covenants and agrees, and each Holder of Senior Notes issued hereunder likewise by accepting a Security covenants and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound all payments by such provisions. (b) The payment by the Company Subsidiary Guarantor in respect of the principal its Subsidiary Guarantee are subordinated in right of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article, be subordinated and subject in right of payment to the prior payment in full of all claims Senior Indebtedness of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all IndebtednessSubsidiary Guarantor, whether outstanding on the date Issue Date or thereafter incurred, including all Obligations of execution the Company and such Subsidiary Guarantor under the Senior Credit Facility. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of each subsidiary Guarantor as provided in this AgreementArticle and appoints the Trustee as such Holder's attorney-in-fact for any and all such proposes, including, in the event of any voluntary or involuntary liquida- 103 tion or dissolution of a Subsidiary Guarantor, whether total or partial, or hereafter createdin a bankruptcy, assumed reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or incurredsimilar proceeding relating to a Subsidiary Guarantor or its property, and any deferrals, renewals or extensions the timely filing of a claim for the unpaid balance of such IndebtednessHolder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a property claim or proof to debt in the form required in such proceeding prior to 20 days before the expiration of the time to exile such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; provided, however, that any such claim filed by such Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provisions set forth in this Article are, and are intended to be, an inducement and consideration to each holder of Senior Indebtedness of each Subsidiary Guarantor, whether such Senior Indebtedness was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall not include (A) any Indebtedness issued be deemed conclusively to any statutory trust created by the Company for the purpose of issuing trust preferred securities have relied upon such subordination provisions in connection with acquiring and continuing to hold, or in continuing to hold, such issuance of Senior Indebtedness, which shall in all cases be junior to and such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseholder is made an obligee hereunder and may enforce directly such subordination provisions.

Agreement to Subordinate. (a) The Company covenants and agreesSubject to the terms of the Credit Agreement, the Borrower and each Holder of Senior Notes issued hereunder likewise covenants and agrees, the Subordinated Creditors agree that the Senior Notes Intercompany Debt is and shall be issued subject to the provisions of this Article VI; subject, subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallrendered junior, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment payment, to the prior payment in cash in full of all claims Obligations of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior IndebtednessBorrower now existing or hereafter arising, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” meansfor (i) principal, with respect to the Senior Notes(ii) interest (including, the principal of (and premiumwithout limitation, if any) and interest, if any (including interest accruing on or after the filing of a petition initiating any petition proceeding referred to in bankruptcy or for reorganization relating to the CompanyCLAUSE (a) of SECTION 3, whether or not such allowed as a claim for post petition interest is allowed in such proceedingsproceeding), on all Indebtedness(iii) reasonable costs, whether outstanding on (iv) reasonable fees (including, without limitation, reasonable attorneys' fees and disbursements), (v) reasonable expenses, and (vi) otherwise (the date of execution Obligations specified in CLAUSES(a)(i) through (a)(vi) above are referred to collectively as the "SENIOR INDEBTEDNESS"). For purposes of this Subordination Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that the Senior Indebtedness shall not include (A) any be deemed to have been paid in cash in full until the Lenders shall have received full payment of the Senior Indebtedness issued to any statutory trust created in cash, which payment shall have been retained by the Company Lenders for a period of time in excess of all applicable preference or other similar periods under applicable bankruptcy, insolvency or creditors' rights laws. Each of the Borrower and the Subordinated Creditors waive notice of acceptance of this Subordination Agreement by the Lenders, and the Subordinated Creditors waive notice of and consent to the making, amount and terms of the Senior Indebtedness which may exist or be created from time to time and any renewal, extension, amendment or modification thereof, and any other lawful action which any Lender or Lenders in its and their sole and absolute discretion may take or omit to take with respect thereto. The provisions of this Section shall constitute a continuing offer made for the purpose benefit of issuing trust preferred securities and to all Lenders and each Lender is hereby irrevocably authorized to enforce such provisions. (b) In the event that the Borrower shall make, and/or any Subordinated Creditor shall receive from any source whatsoever, any payment on Intercompany Debt in connection with such issuance contravention of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees this Subordination Agreement or the terms of the Company Credit Agreement, then and in any such event such payment shall be deemed to be the property of, segregated, received and held in trust for the benefit of and shall be promptly paid over and delivered to the Administrative Agent for the PRO RATA benefit of the Lenders. (c) The Borrower shall not make, and no Subordinated Creditor shall receive or accept from any source whatsoever, any payment in respect of any Intercompany Debt if any Default of the equity securities type described in Section 8.1.1 or Section 8.1.9 of the Credit Agreement or any other securities Event of any financing entity Default shall have occurred and be continuing or would result therefrom, unless and until (i) the Senior Indebtedness has been paid in cash in full, (ii) in the case of an Event of Default referred to above other than a Default of the nature set forth in clauseSECTION 8.1.9 of the Credit Agreement, such Event of Default has been cured or waived or (iii) the Administrative Agent has otherwise consented in writing.

Agreement to Subordinate. (a) The Company covenants and agreesthe Subsidiary Guarantors agree for themselves and for their successors, and each Holder of Senior Notes issued hereunder likewise covenants and by accepting a Note agrees, that the Senior Notes shall be issued subject to the provisions payment of this Article VI; principal of, and each Holder of a Senior Notepremium, whether upon original issue or upon transfer or assignment thereof, accepts interest (including any Additional Interest) on and agrees to be bound by such provisions. (b) The payment any other amounts owing by the Company and the Subsidiary Guarantors with respect to, the Notes is subordinated in right of the principal of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article Fourteen, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of Indebtedness (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, hereof or hereafter created, incurred, assumed or incurredguaranteed), and that the subordination is for the benefit of the holders of Senior Indebtedness. This Article Fourteen shall constitute a continuing offer to all persons or entities who become holders of, or continue to hold, Senior Indebtedness. Notwithstanding anything to the contrary in this Indenture or the Notes, the provisions of this Article Fourteen are made for the benefit of the holders of Senior Indebtedness, each of whom is an obligee hereunder and is entitled to enforce such holder's rights hereunder, without any deferralsact or notice of acceptance hereof or reliance hereon. No amendment, renewals modification or extensions discharge of any provision of this Article Fourteen shall be effective against any holder of Senior Indebtedness unless expressly consented to in writing by such holder. The provisions of this Article Fourteen apply notwithstanding anything to the contrary contained in the Notes or this Indenture. Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, all principal thereof and interest thereon and other amounts due in connection therewith shall first be paid in full, or such payment duly provided for in Cash or in manner satisfactory to the holders of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) before any guarantees payment is made on account of the Company in respect of the equity securities Notes or other securities of any financing entity referred to in clausethis Indenture.

Agreement to Subordinate. (a) The Notwithstanding any other provision to the contrary in this Indenture, the Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise by accepting a Security covenants and agrees, that the Senior Notes shall be issued subject to the provisions payment of this Article VI; and each Holder of a Senior Noteprincipal of, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. premium (bif any) The payment by the Company of the principal of and interest on and all Senior Notes issued hereunder shallother Obligations under or in connection with the Indebtedness now or hereafter evidenced by the Securities, any Subsidiary Guaranties, this Indenture and/or related agreements, documents or instruments is subordinate in right of payment, to the extent and in the manner hereinafter set forthprovided in this Article, be subordinated and subject in right of payment to the prior payment in full of all claims Senior Indebtedness of the Company’s depositorsCompany or the relevant Subsidiary Guarantor, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date Issue Date or thereafter incurred, including all Obligations of execution the Company and any such Subsidiary Guarantor under the Senior Credit Facility. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Company as provided in this AgreementArticle and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes, including, in the event of any voluntary or involuntary liquidation or dissolution of the Company, whether total or partial, or hereafter createdin a bankruptcy, assumed reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or incurredsimilar proceeding relating to the Company or its property, and any deferrals, renewals or extensions the timely filing of a claim for the unpaid balance of such IndebtednessHolder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 20 days before the expiration of the time to file such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; provided, however, that any such claim filed by the Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provisions set forth in this Article are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall not include (A) any Indebtedness issued be deemed conclusively to any statutory trust created by the Company for the purpose of issuing trust preferred securities have relied upon such subordination provisions in connection with acquiring and continuing to hold, or in continuing to hold, such issuance of Senior Indebtedness, which shall in all cases be junior to and such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseholder is made an obligee hereunder and may enforce directly such subordination provisions.

Agreement to Subordinate. Notwithstanding the date, time, method, manner or order of grant, attachment, or perfection of any Liens granted to the Collateral Agent, the Trustee, or the Noteholders in respect of all or any portion of the Collateral or of any Liens granted to the Agent or any Lender in respect of all or any portion of the Collateral, or the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of Agent or any Lender or the Collateral Agent (or the Trustee or any Noteholder) in any Collateral or any provision of the Uniform Commercial Code, any other applicable law, the Indenture, the Loan Documents or any other circumstance whatsoever, the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby agrees that: (a) The Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (bi) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable any Lien in respect of Senior Indebtedness, whether outstanding at all or any portion of the date Collateral now or hereafter held by or on behalf of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior NotesCollateral Agent, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this AgreementTrustee, or hereafter createdany Noteholder that secures all or any portion of the Indenture Secured Obligations, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases respects be junior and subordinate to such Senior Notesall Liens granted to the Agent or any Lender in the Collateral to secure all or any portion of the Loan Agreement Priority Obligations up to (but not in excess of) the Maximum Priority Debt Amount, and (Bii) any guarantees of the Company Lien in respect of all or any portion of the equity securities Collateral now or other securities hereafter held by or on behalf of the Agent that secures all or any portion of the Loan Agreement Priority Obligations in excess of the Maximum Priority Debt Amount, shall in all respects be junior and subordinate to all Liens granted to the Collateral Agent, the Trustee or any Noteholder in the Collateral to secure all or any portion of the Indenture Secured Obligations, and (i) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the Agent or any Lender that secures all or any portion of the Loan Agreement Priority Obligations up to (but not in excess of) the Maximum Priority Debt Amount, shall in all respects be senior and prior to all Liens granted to the Collateral Agent (or the Trustee or any Noteholder) in the Collateral to secure all or any portion of the Indenture Secured Obligations, and (ii) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the Collateral Agent, the Trustee, or any Noteholder that secures all or any portion of the Indenture Secured Obligations, shall in all respects be senior and prior to all Liens granted to the Agent in the Collateral to secure all or any portion of the Loan Agreement Priority Obligations in excess of the Maximum Priority Debt Amount, The Collateral Agent, for and on behalf of itself, the Trustee and the Noteholders, acknowledges and agrees that, concurrently herewith, the Agent and the Lenders have been granted Liens upon all of the Collateral in which the Collateral Agent has been granted Liens and the Collateral Agent hereby consents thereto. The Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that the Collateral Agent, for the benefit of itself, the Trustee, and the Noteholders, has been granted Liens upon all of the Collateral and the Agent hereby consents thereto. The subordination of Liens (up to (but not in excess of) the Maximum Priority Debt Amount) by the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders in favor of the Agent herein shall not be deemed to subordinate the Collateral Agent’s Liens to the Liens of any financing entity referred other Person. The subordination of Liens (in excess of the Maximum Priority Debt Amount) in favor of the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders herein shall not be deemed to in clausesubordinate such Agent’s Liens to the Liens of any other Person.

Agreement to Subordinate. (a) The Company Notwithstanding any other provision to the contrary in this Indenture, each Subsidiary Guarantor covenants and agrees, and each Holder of Senior Notes issued hereunder likewise by accepting a Security covenants and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound all payments by such provisions. (b) The payment by the Company Subsidiary Guarantor in respect of the principal its Subsidiary Guarantee are subordinated in right of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article, be subordinated and subject in right of payment to the prior payment in full of all claims Senior Indebtedness of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all IndebtednessSubsidiary Guarantor, whether outstanding on the date Issue Date or thereafter incurred, including all Obligations of execution the Company and such Subsidiary Guarantor under the Senior Credit Facility. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of each subsidiary Guarantor as provided in this AgreementArticle and appoints the Trustee as such Holder's attorney-in-fact for any and all such proposes, including, in the event of any voluntary or involuntary liquidation or dissolution of a Subsidiary Guarantor, whether total or partial, or hereafter createdin a bankruptcy, assumed reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or incurredsimilar proceeding relating to a Subsidiary Guarantor or its property, and any deferrals, renewals or extensions the timely filing of a claim for the unpaid balance of such IndebtednessHolder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a property claim or proof to debt in the form required in such proceeding prior to 20 days before the expiration of the time to exile such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; provided, however, that any such claim filed by such Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provisions set forth in this Article are, and are intended to be, an inducement and consideration to each holder of Senior Indebtedness of each Subsidiary Guarantor, whether such Senior Indebtedness was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall not include (A) any Indebtedness issued be deemed conclusively to any statutory trust created by the Company for the purpose of issuing trust preferred securities have relied upon such subordination provisions in connection with acquiring and continuing to hold, or in continuing to hold, such issuance of Senior Indebtedness, which shall in all cases be junior to and such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseholder is made an obligee hereunder and may enforce directly such subordination provisions.

Agreement to Subordinate. (a) The Company covenants Each of the Borrower and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, the Subordinated Creditors agrees that the Senior Notes Intercompany Subordinated Debt is and shall be issued subject to the provisions of this Article VI; subject, subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallrendered junior, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment payment, to the prior indefeasible payment in cash in full of all claims Obligations of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at Borrower now existing or hereafter arising under the date of this Credit Agreement or thereafter incurred. The term “Senior Indebtedness” meansany Loan Document whether for (i) interest (including, with respect to the Senior Noteswithout limitation, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of a petition initiating any petition proceeding referred to in bankruptcy or for reorganization relating to the Companyclause (a) of Section 3, whether or not such allowed as a claim for post petition interest is allowed in such proceedingsproceeding), on all (ii) costs, (iii) fees (including, without limitation, reasonable attorneys’ fees and disbursements), (iv) expenses, and (v) otherwise (the Obligations specified in clauses (a)(i) through (a)(v) above are referred to collectively as the “Senior Indebtedness, whether outstanding on ”). For the date of execution purposes of this Subordination Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that the Senior Indebtedness shall not include (A) any be deemed to have been indefeasibly paid in cash in full until the Secured Parties shall have received full payment of the Senior Indebtedness issued to any statutory trust created in cash, which payment shall have been retained by the Company Secured Parties for a period of time in excess of all applicable preference or other similar periods under applicable bankruptcy, insolvency or creditors’ rights laws. Each of the Borrower and the Subordinated Creditors waive notice of acceptance of this Subordination Agreement by the Secured Parties, and the Subordinated Creditors waive notice of and consent to the making, amount and terms of the Senior Indebtedness which may exist or be created from time to time and any renewal, extension, amendment, refinancing, replacement or modification thereof (including any increase in the amount of Senior Indebtedness), and any other lawful action which any Secured Party in its sole and absolute discretion may take or omit to take with respect thereto. The provisions of this Section shall constitute a continuing offer made for the purpose benefit of issuing and to all Secured Parties, and each Secured Party is hereby irrevocably authorized to enforce such provisions. (b) In the event that the Borrower shall make, and/or any Subordinated Creditor shall receive, any payment on Intercompany Subordinated Debt in contravention of this Subordination Agreement or the terms of the Credit Agreement, then and in any such event such payment shall be deemed to be the property of and segregated, received and held in trust preferred securities for the benefit of, the Administrative Agent, and shall be promptly paid over and delivered to the Administrative Agent for the pro rata benefit of the Secured Parties. (c) The Borrower shall not make, and no Subordinated Creditor shall receive or accept, any payment in respect of Intercompany Subordinated Debt if a Default has occurred and is continuing under the Credit Agreement or would result therefrom, unless and until the Senior Indebtedness has been indefeasibly paid in cash in full or the Administrative Agent (in consultation with the Lenders) has otherwise consented in writing. For purposes of these provisions, “payment” in respect of any Intercompany Subordinated Debt shall include any direct or indirect payment or distribution from any source, whether in cash, property or securities, by set-off or otherwise, in respect of principal, premium, interest or otherwise, including in connection with any redemption or purchase of such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) Intercompany Subordinated Debt or any guarantees of the Company in respect of the equity securities recovery on any claim for rescission or other securities of any financing entity referred to in clausedamages.

Agreement to Subordinate. (a) The Company covenants and Authority agrees, and each Holder of Senior Notes issued hereunder likewise covenants and by accepting a Subordinated Note agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment indebtedness evidenced by the Company Subordinated Notes is subordinated in right of the principal of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article VIII, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable Obligations in respect of all Senior Indebtedness and that the subordination is for the benefit of the holders of Senior Indebtedness, whether outstanding at . The Subordinated Notes shall in all respects rank pari passu or senior to all other Subordinated Indebtedness of the Authority. Payments of interest in accordance with the terms of the Subordinated Notes as in effect on the date of this Agreement may be made only if, at the time of such payment, no Default or thereafter incurred. The term “Senior Indebtedness” means, with respect to Event of Default (as such terms are defined in the Senior Notes, Secured Note Indenture) exists and is continuing. No payment in respect of the principal of or premium, if any, on the Subordinated Notes may be made, and no Subordinated Notes may be defeased, repurchased, redeemed or otherwise retired, until all Obligations in respect of the Senior Secured Notes have been paid in full, except that (i) payments of principal and premium, if any) , of and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities Subordinated Notes tendered in connection with such issuance a Change of Indebtedness, which shall in Control Offer may be made if the Authority has fulfilled all cases be junior to such Senior Notes, (B) any guarantees of the Company Obligations in respect of a Change of Control Offer (as defined in the equity securities Senior Secured Note Indenture) and no other Default or other securities Event of any financing entity referred Default has occurred and is continuing under the Senior Secured Note Indenture, (ii) payments of principal of and interest on Subordinated Notes to be redeemed in clauseaccordance with the provisions 4.06(b) may be made if no Default or Event of Default has occurred and is continuing under the Senior Secured Note Indenture and (iii) payments of principal of and interest on Subordinated Notes tendered in connection with a Remaining Excess Cash Purchase Offer if no Default or Event of Default has occurred and is continuing under the Senior Secured Note Indenture.

Agreement to Subordinate. (a1) The Company Corporation covenants and agrees, agrees and each Holder of Senior Notes Exchangeable Securities issued hereunder by such Holder's acceptance thereof likewise covenants and agrees, agrees that the Senior Notes all Exchangeable Securities shall be issued subject to the provisions of this Article VI17; and each Holder of a Senior NoteSecurity, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b2) The Subject to the right of the Trustee in the Pledged Eligible Securities in connection with enforcement of the security constituted in Article 8 upon the occurrence of an Event of Default, the payment by the Company MDC of the principal of of, and interest on all Senior Notes on, the Exchangeable Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject junior in right of payment to the prior payment in full of all claims Senior Indebtedness of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior IndebtednessMDC, whether outstanding at the date of this Agreement Trust Indenture or thereafter incurred. The term “; provided that, notwithstanding the foregoing and for greater certainty, the Convertible Debentures do not constitute Senior Indebtedness” means, with respect Indebtedness and the Exchangeable Securities shall rank in priority to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company Convertible Debentures in respect of the equity securities or Pledged Eligible Securities and in all other securities respects shall rank pari passu with the Convertible Debentures. (3) No provision of this Article 17 shall prevent the occurrence of any financing entity referred Default or Event of Default hereunder. Upon the occurrence of an Event of Default, Holders shall have the right to receive in clausepriority to holders of Senior Indebtedness, the Pledged Eligible Securities in accordance with the Exchange Right or the Pledged Eligible Securities as a result of the enforcement by the Trustee of the security constituted by Article 8. Nothing in this Article 17 shall prevent the delivery of Units to Holders upon the exercise of an Exchange Right, or upon redemption, maturity or Acceleration.

Agreement to Subordinate. (a) The Company covenants and agreesSubject to the terms of the Credit Agreement, the Borrower and each Holder of Senior Notes issued hereunder likewise covenants and agrees, the Subordinated Creditors agree that the Senior Notes Intercompany Debt is and shall be issued subject to the provisions of this Article VI; subject, subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallrendered junior, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment payment, to the prior payment in cash in full of all claims Obligations of the Company’s depositors, if applicable, Borrower under the Credit Agreement and all amounts then due and payable in respect of Senior Indebtednessthe other Loan Documents now existing or hereafter arising, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” meansfor (i) principal, with respect to the Senior Notes(ii) interest (including, the principal of (and premiumwithout limitation, if any) and interest, if any (including interest accruing on or after the filing of a petition initiating any petition proceeding referred to in bankruptcy or for reorganization relating to the CompanyCLAUSE (a) of SECTION 3, whether or not such allowed as a claim for post petition interest is allowed in such proceedingsproceeding), on all Indebtedness(iii) reasonable costs, whether outstanding on (iv) reasonable fees (including, without limitation, reasonable attorneys' fees and disbursements), (v) reasonable expenses, and (vi) otherwise (the date of execution Obligations specified in CLAUSES(a)(i) through (a)(vi) above are referred to collectively as the "SENIOR INDEBTEDNESS"). For purposes of this Subordination Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that the Senior Indebtedness shall not include (A) any be deemed to have been paid in cash in full until the Lenders shall have received full payment of the Senior Indebtedness issued to any statutory trust created in cash, which payment shall have been retained by the Company Lenders for a period of time in excess of all applicable preference or other similar periods under applicable bankruptcy, insolvency or creditors' rights laws. Each of the Borrower and the Subordinated Creditors waive notice of acceptance of this Subordination Agreement by the Lenders, and the Subordinated Creditors waive notice of and consent to the making, amount and terms of the Senior Indebtedness which may exist or be created from time to time and any renewal, extension, amendment or modification thereof, and any other lawful action which any Lender or Lenders in its and their sole and absolute discretion may take or omit to take with respect thereto. The provisions of this Section shall constitute a continuing offer made for the purpose benefit of issuing trust preferred securities in connection with and to all Lenders and each Lender is hereby irrevocably authorized to enforce such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseprovisions.

Agreement to Subordinate. (a) The Subordinated Lenders and the Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, agree that the Senior Notes Subordinated Debt is and shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallsubordinate, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, Debt (excluding indemnity obligations under the principal of (Senior Debt Documents that are contingent and premium, if any) and interest, if any (including interest accruing on or after for which no claim has been asserted). For the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution purposes of this Agreement, the Senior Debt shall not be deemed to have been paid in full until 30 days following such date on which the holders or hereafter createdowners thereof shall have received payment in full of the Senior Debt (excluding indemnity obligations under the Senior Debt Documents that are contingent and for which no claim has been asserted) in cash and all commitments under any Senior Debt Document have been terminated. Section 3. Restrictions on Payment of the Subordinated Debt . The Subordinated Lenders will not ask, assumed demand, sue for, take or incurredreceive, directly or indirectly, from the Company, in cash or other property by set-off, by realizing upon collateral or in any other manner, payment of, or security for, any or all of the Subordinated Debt unless and any deferrals, renewals or extensions of such Indebtednessuntil the Senior Debt shall have been paid in full (excluding indemnity obligations under the Senior Debt Documents that are contingent and for which no claim has been asserted); provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by as long as no Event of Default has occurred and is continuing under the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, the Company may make, and the Subordinated Lenders may receive, (Bi) Interest Shares (as defined in the Subordinated Notes) and (ii) Conversion Shares (as defined in the Subordinated Notes and together with (i) above, the " Subordinated Note Issuances "), on the Subordinated Notes as such becomes due and payable. No Obligor will make any guarantees payment in respect of any of the Company Subordinated Debt, or take any other action, in contravention of the provisions of this Agreement. Nothing in this Section 3 shall be deemed to prevent any Subordinated Lender from filing a proof of claim in respect of the equity securities or other securities of Subordinated Debt in any financing entity proceeding referred to in clausesubsection (a) of Section 4 hereof commenced by or against the Company subject to the provisions of this Agreement, including without limitation Section 4(b)(i) hereof.

Agreement to Subordinate. (a) The Company covenants and agreesthe Subsidiary Guarantors agree for themselves and for their successors, and each Holder of Senior Notes issued hereunder likewise covenants and by accepting a Note agrees, that the Senior Notes shall be issued subject to the provisions payment of this Article VI; principal of, and each Holder of a Senior Notepremium, whether upon original issue or upon transfer or assignment thereof, accepts interest (including any Additional Interest) on and agrees to be bound by such provisions. (b) The payment any other amounts owing by the Company and the Subsidiary Guarantors with respect to, the Notes is subordinated in right of the principal of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article Fourteen, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of Indebtedness (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution of this Agreement, hereof or hereafter created, incurred, assumed or incurredguaranteed), and that the subordination is for the benefit of the holders of Senior Indebtedness. This Article Fourteen shall constitute a continuing offer to all persons or entities who become holders of, or continue to hold, Senior Indebtedness. Notwithstanding anything to the contrary in this Indenture or the Notes, the provisions of this Article Fourteen are made for the benefit of the holders of Senior Indebtedness, each of whom is an obligee hereunder and is entitled to enforce such holder’s rights hereunder, without any deferralsact or notice of acceptance hereof or reliance hereon. No amendment, renewals modification or extensions discharge of any provision of this Article Fourteen shall be effective against any holder of Senior Indebtedness unless expressly consented to in writing by such holder. The provisions of this Article Fourteen apply notwithstanding anything to the contrary contained in the Notes or this Indenture. Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, all principal thereof and interest thereon and other amounts due in connection therewith shall first be paid in full, or such payment duly provided for in cash or in manner satisfactory to the holders of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) before any guarantees payment is made on account of the Company in respect of the equity securities Notes or other securities of any financing entity referred to in clausethis Indenture.

Agreement to Subordinate. (a) The Notwithstanding any other provision to the contrary in this Indenture, the Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise by accepting a Security covenants and agrees, that the Senior Notes shall be issued subject to the provisions payment of this Article VI; and each Holder of a Senior Noteprincipal of, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. premium (bif any) The payment by the Company of the principal of and interest on and all Senior Notes issued hereunder shallother Obligations under or in connection with the Indebtedness now or hereafter evidenced by the Securities, the Subsidiary Guaranties, this Indenture and/or related agreements, documents or instruments is subordinate in right of payment, to the extent and in the manner hereinafter set forthprovided in this Article, be subordinated and subject in right of payment to the prior payment in full of all claims Senior Indebtedness of the Company’s depositorsCompany or the relevant Subsidiary Guarantor, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at as the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtednesscase may be, whether outstanding on the date Issue Date or thereafter incurred, including all Obligations of execution the Company and such Subsidiary Guarantor under the Senior Credit Facility. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Company as provided in this AgreementArticle and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes, including, in the event of any voluntary or involuntary liquidation or dissolution of the Company, whether total or partial, or hereafter createdin a bank- 91 ruptcy, assumed reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or incurredsimilar proceeding relating to the Company or its property, and any deferrals, renewals or extensions the timely filing of a claim for the unpaid balance of such IndebtednessHolder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 20 days before the expiration of the time to file such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; provided, however, that any such claim filed by the Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provision set forth in this Article are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall not include (A) any Indebtedness issued be deemed conclusively to any statutory trust created by the Company for the purpose of issuing trust preferred securities have relied upon such subordination provisions in connection with acquiring and continuing to hold, or in continuing to hold, such issuance of Senior Indebtedness, which shall in all cases be junior to and such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseholder is made an obligee hereunder and may enforce directly such subordination provisions.

Agreement to Subordinate. (a) The Company Notwithstanding any other provision to the contrary in this Indenture, each Subordinated Subsidiary Guarantor covenants and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound all payments by such provisions. (b) The payment by the Company Subordinated Subsidiary Guarantor in respect of the principal its Subordinated Guarantee are subordinated in right of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article XIII, be subordinated and subject in right of payment to the prior payment in full of all claims Senior Debt of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all IndebtednessSubordinated Subsidiary Guarantor, whether outstanding on the date of execution of this Agreement, hereof or hereafter created, incurred, assumed or incurredguaranteed. The subordination provisions set forth in this Article XIII are for the benefit of, and shall be enforceable directly by, the holders of Senior Debt. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Debt of each Subordinated Subsidiary Guarantor as provided in this Article XIII and appoints the Trustee as such Holder's attorney-in-fact for any deferralsand all such proposes, renewals including, in the event of any voluntary or extensions involuntary liquidation or dissolution of a Subordinated Subsidiary Guarantor, whether total or partial, or in a bankruptcy, reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or similar proceeding relating to a Subordinated Subsidiary Guarantor or its property, the timely filing of a claim for the unpaid balance of such Indebtedness; providedHolder's Securities in the form required in said proceeding and cause said claim to be approved. Each Holder acknowledges and agrees that the subordination provisions set forth in this Article XIII are, howeverand are intended to be, that an inducement and consideration to each holder of Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust Debt of each Subordinated Subsidiary Guarantor, whether such Senior Debt was created by before or after the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtednessthe Securities, which shall in all cases be junior to acquire and continue to hold, or to continue to hold, such Senior NotesDebt, (B) any guarantees and such holder of the Company Senior Debt shall be deemed conclusively to have relied upon such subordination provisions in respect of the equity securities acquiring and continuing to hold, or other securities of any financing entity referred in continuing to in clausehold, such Senior Debt, and such holder is made an obligee hereunder and may enforce directly Exhibit 4.7 such subordination provisions.

Agreement to Subordinate. (a) The Company covenants Each of the Subordinated Creditor and agrees, and each Holder of Senior Notes issued hereunder likewise covenants and agrees, the Borrower agrees that the Senior Notes Subordinated Debt is and shall be issued subject to the provisions of this Article VI; subject, subordinate and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shallrendered junior, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment payment, to the prior indefeasible payment in full in cash of all claims of Senior Indebtedness now existing or hereafter arising. For the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on the date of execution purposes of this Agreement, the Senior Indebtedness shall not be deemed to have been indefeasibly paid in full until all of the Senior Creditors shall have received full payment of the Senior Indebtedness in cash, which payment shall have been retained by each such Senior Creditor for one year and one day or, if longer, a period of time in excess of all applicable preference or hereafter createdother similar periods under any applicable bankruptcy, assumed insolvency or incurredcreditors' rights laws. Each of the Borrower and the Subordinated Creditor waives notice of acceptance of this Agreement by the Senior Creditors, and the Subordinated Creditor waives notice of and consents to the making, amount and terms of the Senior Indebtedness which may exist or be created from time to time and any deferralsrenewal, renewals extension, amendment or extensions modification thereof and any other action which any Senior Creditor or the Senior Creditors in its and their sole and absolute discretion may take or omit to take with respect thereto. This Section 2 shall constitute a continuing offer to all Senior Creditors; its provisions are made for the benefit of the Senior Creditors; and such Indebtedness; Senior Creditors are made obligees hereunder and they or each of them may enforce such provisions. (b) The Borrower shall not make and shall not permit any Subsidiary to make, and the Subordinated Creditor shall not receive or accept, any payment in respect of Subordinated Debt unless and until all of the Senior Indebtedness has been indefeasibly paid in full in cash, provided, however, that the Borrower may make, and the Subordinated Creditor may accept and receive: (i) payments of accrued interest on the Subordinated Debt in cash, if no Senior Indebtedness shall not include Default has occurred and is continuing or would result therefrom, up to a maximum (Ax) in any fiscal year equal to $5,000,000 and (y) in any fiscal quarter equal to 4% per annum of the average daily principal balance of Loans outstanding during such fiscal quarter; and (ii) any Indebtedness issued to any statutory trust created payments of accrued interest on the Subordinated Debt made solely by the Company for the purpose delivery of issuing trust preferred securities in connection with such issuance shares of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseClass B Common Stock.

Agreement to Subordinate. (a) The Company Notwithstanding any other provision to the contrary in this Indenture, each Guarantor covenants and agrees, and each Holder of Senior Notes issued hereunder likewise by accepting a Security covenants and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound all payments by such provisions. (b) The payment by the Company Guarantor in respect of the principal its Guarantee are subordinated in right of and interest on all Senior Notes issued hereunder shallpayment, to the extent and in the manner hereinafter set forthprovided in this Article, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Guarantor Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not such claim for post petition interest is allowed in such proceedings), on all IndebtednessDebt, whether outstanding on the date of execution of this Agreement, Issue Date or hereafter created, assumed or thereafter incurred, and any deferrals, renewals or extensions of such Indebtedness; provided, however, that Senior Indebtedness shall not include (A) any Indebtedness issued to any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in including all cases be junior to such Senior Notes, (B) any guarantees Obligations of the Company and such Guarantor under the Credit Agreement. The subordination provisions set forth in respect this Article are for the benefit of, and shall be enforceable directly by, the holders of Guarantor Senior Debt. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the equity securities Trustee, to acknowledge or other securities effectuate the subordination between the Holders and the holders of Guarantor Senior Debt as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such proposes, including, in the event of any financing entity referred voluntary or involuntary liquidation or dissolution of a Guarantor, whether total or partial, or in a bankruptcy, reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or similar proceeding relating to a Guarantor or its property, the timely filing of a claim for the unpaid balance of such Holder's Securities in clausethe form required in said proceeding and cause said claim to be approved. If the Trustee does not file a property claim or proof to debt in the form required in such proceeding prior to 20 days before the expiration of the time to exile such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; PROVIDED, HOWEVER, that any such claim filed by such Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provisions set forth in this Ar- ticle are, and are intended to be, an inducement and consideration to each holder of Guarantor Senior Debt, whether such Guarantor Senior Debt was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Guarantor Senior Debt, and such holder of Guarantor Senior Debt shall be deemed conclusively to have relied upon such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Guarantor Senior Debt, and such holder is made an obligee hereunder and may enforce directly such subordination provisions.

Agreement to Subordinate. (a) The Notwithstanding any other provision to the contrary in this Indenture, the Company covenants and agrees, and each Holder of Senior Notes issued hereunder likewise by accepting a Security covenants and agrees, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all claims of the Company’s depositors, if applicable, and all amounts then due and payable in respect of Senior Indebtedness, whether outstanding at the date of this Agreement or thereafter incurred. The term “Senior Indebtedness” means, with respect to the Senior Notes, the principal of (and premium, if any) and interestinterest on the Indebtedness now or hereafter evidenced by the Securities and this Indenture are subordinated in right of payment, if to the extent and in the manner provided in this Article, to the prior payment in full in cash of all existing and future Senior Indebtedness, and that the subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any (including interest accruing on or after and all such purposes, including, in the filing event of any petition in bankruptcy voluntary or for reorganization relating to involuntary liquidation or dissolution of the Company, whether total or partial, or in a bankruptcy, reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or similar proceeding relating to the Company or its property, the timely filing of a claim for the unpaid balance of such Holder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 20 days before the expiration of the time to file such claim or claims, then the Principal Agent is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for post petition interest is allowed in such proceedings), and on all Indebtedness, whether outstanding on behalf of the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such IndebtednessHolders; provided, however, that any such claim filed by the Principal Agent shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provision set forth in this Article are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall not include (A) any Indebtedness issued be deemed conclusively to any statutory trust created by the Company for the purpose of issuing trust preferred securities have relied upon such subordination provisions in connection with acquiring and continuing to hold, or in continuing to hold, such issuance of Senior Indebtedness, which shall in all cases be junior to and such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauseholder is made an obligee hereunder and may enforce directly such subordination provisions.

Agreement to Subordinate. (a) The Company covenants Each Obligor agrees, for itself and its respective successors and assigns, and each Subordinating Creditor agrees, and each Holder Subordinated Debtholder by its acquisition and acceptance of Senior Notes issued hereunder likewise covenants and agreesany Note or other Subordinated Debt shall be deemed to have agreed, that the Senior Notes shall be issued subject to the provisions of this Article VI; and each Holder of a Senior Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. (b) The payment by the Company of the principal of and interest on all Senior Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be Subordinated Debt is hereby subordinated and subject in right of payment as provided herein to the prior payment in full of all claims Senior Debt and the termination (except in the context of a payment or distribution to the Company’s depositors, if applicable, and all amounts then due and payable Subordinated Debtholders in respect of the Subordinated Debt in an Insolvency Proceeding otherwise permitted herein) of all lending commitments under the Senior IndebtednessCredit Agreement. Upon the final maturity of any Senior Debt or the acceleration thereof, whether outstanding no Obligor may make any payment or distribution of any kind or character on, or in respect of any Subordinated Debt, or acquire any Subordinated Debt for cash or property or otherwise, and the Subordinated Debtholders shall not receive or accept any of the foregoing (subject to Section 5.(c)), without the prior written consent of the Agent on behalf of the Senior Lenders, unless and until the Senior Debt at the date time outstanding has been paid in full and, except in the context of this a payment or distribution to the Subordinated Debtholders in respect of the Subordinated Debt in an Insolvency Proceeding, all lending commitments under the Senior Credit Agreement have been terminated. Notwithstanding any provision of the Subordinated Note Documents to the contrary and in addition to any other limitations set forth herein or thereafter incurred. The term “Senior Indebtedness” meanstherein, no payment (whether made in cash, securities (other than Permitted Junior Securities) or other property or by set-off) with respect to the Subordinated Debt shall be made or received, and no Subordinated Debtholder shall exercise any right of set-off or recoupment with respect to any Subordinated Debt, until all of the Senior NotesDebt is paid in full and, except in the principal context of (and premium, if any) and interest, if any (including interest accruing on a payment or after the filing of any petition in bankruptcy or for reorganization relating distribution to the CompanySubordinated Debtholders in respect of the Subordinated Debt in an Insolvency Proceeding, whether or not such claim for post petition interest is allowed in such proceedings), on all Indebtedness, whether outstanding on lending commitments under the date of execution of this Agreement, or hereafter created, assumed or incurred, and any deferrals, renewals or extensions of such IndebtednessSenior Credit Agreement have been terminated; provided, however, that Senior Indebtedness shall not include (Aexcept as provided in Section 2.(b) or Section 5, the Obligors may make, and the Subordinated Debtholders may accept, Permitted Subordinated Debt Payments. For the avoidance of doubt, the Unrestricted Subordinated Debt Payments may be made at any Indebtedness issued to time without any statutory trust created by the Company for the purpose of issuing trust preferred securities in connection with such issuance of Indebtedness, which shall in all cases be junior to such Senior Notes, (B) any guarantees of the Company in respect of the equity securities or other securities of any financing entity referred to in clauserestriction.