Common use of Notes Subordinated to Senior Indebtedness Clause in Contracts

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer covenants and agrees, and each Holder of Notes, by the acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Notes and the payment of the principal of and interest on each and all of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all present and future Senior Indebtedness. (a) In the event (i) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (ii) subject to the provisions of Section 6.2 that (A) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (B) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (A) and (B) of this clause (ii), such default or Event of Default shall not have been cured or waived or shall not have ceased to exist, or (iii) that the principal of and accrued interest on the Notes shall have been declared due and payable pursuant to Section 5.2 of the Original Indenture and such declaration shall not have been rescinded and annulled as provided therein, then: (1) The holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3; (2) Any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of any of the Notes or the Trustees would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees under this instrument; and (3) In the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes, shall be received by the Trustees or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes 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 such Senior Indebtedness may have been issued, ratably as aforesaid, 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 (or provision therefor) to the holders of such Senior Indebtedness.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer Company covenants and agrees, and each Holder holder of Notes, Notes by the his acceptance thereof, thereof likewise covenants and agrees, that all Notes are subject to the indebtedness represented provisions of this Article 5; and each Person holding any Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions and acknowledges that such provisions are for the benefit of, and shall be enforceable directly by, the holders of 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 as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes. The payment of the principal of of, premium, if any, and interest on each and all any other payment due pursuant to this First Supplemental Indenture or any Notes issued under the First Supplemental Indenture (including, without limitation, the payment or deposit of the Notes is hereby expressly subordinatedRedemption Price or Repurchase Price pursuant to Article 3 and any deposit pursuant to Section 6.02) 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 present and future Senior Indebtedness. (a) In the event (i) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (ii) subject to the provisions of Section 6.2 that (A) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (B) there shall have occurred an event of default (other than a default in whether outstanding at the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (A) and (B) date of this clause (ii)First Supplemental Indenture or thereafter created, such default incurred, assumed or Event of Default shall not have been cured or waived or shall not have ceased to exist, or (iii) that the principal of and accrued interest on the Notes shall have been declared due and payable pursuant to Section 5.2 of the Original Indenture and such declaration shall not have been rescinded and annulled as provided therein, then: (1) The holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3; (2) Any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of any of the Notes or the Trustees would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees under this instrument; and (3) In the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes, shall be received by the Trustees or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes 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 such Senior Indebtedness may have been issued, ratably as aforesaid, 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 (or provision therefor) to the holders of such Senior Indebtednessguaranteed.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to The Company and in accordance with Article 14 each of you, by your acceptance of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer covenants and agrees, and each Holder of Notes, by the acceptance thereof, likewise covenants and agrees, agrees that the indebtedness represented by the Notes and the payment of the principal of of, premium, if any, and interest on each and all of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forthprovided in this Section 4, in right of payment to the prior payment in full full, in cash or cash equivalents, of all present and future Senior Indebtedness. (a) In the event (i) of any insolvency or bankruptcy proceedings or any receivership. This Section 4 shall constitute a continuing covenant to all persons who, liquidationin reliance upon such provisions, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its propertybecome holders of, or of any proceedings for liquidationcontinue to hold, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (ii) subject to the provisions of Section 6.2 that (A) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (B) there shall have occurred an event and such provisions are made for the benefit of default (other than a default in the payment holders of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event holders are made obligees hereunder and any one or more of default shall have continued beyond the period them may enforce such provisions. As a holder of graceNotes you agree that whatever right, title and interest, if any, that you have or may hereafter have in respect thereof, and, in the cases of subclauses (A) and (B) of this clause (ii), such default or Event of Default shall not have been cured or waived or shall not have ceased to exist, or (iii) that the principal of and accrued interest on the Notes shall have been declared due and payable pursuant any assets provided to Section 5.2 of the Original Indenture and such declaration shall not have been rescinded and annulled as provided therein, then: (1) The holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a payment on account of secure the principal of or premium or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant excluding the right to Article 3; (2) Any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of any of convert the Notes or the Trustees would to Common Stock as provided in Section 1.4, shall at all times and in all respects be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver subject and manager or liquidating trustee or otherwise, directly subordinate to the holders of right, title and interest (including security interest) in any such assets, if any, provided to secure the Senior Indebtedness unless and until the Senior Indebtedness has been paid in full in cash or their representative cash equivalent. You agree that any and all right to set off any Indebtedness, obligation or representatives or liabilities you owe to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to Company against the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees under this instrument; and (3) In the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or premium, or interest on the Notes or and the right to assert any counterclaim in connection with any repurchase by respect thereof is subject to the Issuer subordination provisions of this Section 4 and shall not be asserted unless and until the Notes, shall be received by the Trustees or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes 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 such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have has been paid in full, after giving effect to any concurrent payment full in cash or distribution cash equivalents (or provision therefor) to the holders of such Senior Indebtednesspayment has been duly provided for).

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture4.1.1. The Issuer covenants and agrees, and each Holder of Notes, by the acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Notes and the payment of the principal of and interest on each and all of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all present and future Senior Indebtedness. (a) 4.1.2. In the event (ia) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (iib) subject to the provisions of Section 6.2 4.2 that (Ai) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (Bii) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (Ai) and (Bii) of this clause (iib), such default or Event event of Default default shall not have been cured or waived or shall not have ceased to exist, or (iiic) that the principal of and accrued interest on the Notes of any Series shall have been declared due and payable pursuant to Section 5.2 of the Original Indenture 6.3 and such declaration shall not have been rescinded and annulled as provided thereinin Section 6.4, then: (1) The 4.1.2.1 the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3; (2) Any 4.1.2.2 any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of any of the Notes or the Trustees Trustee would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees Trustee under this instrument; and (3) In 4.1.2.3 in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes, shall be received by the Trustees Trustee or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes 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 such Senior Indebtedness may have been issued, ratably as aforesaid, 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 (or provision therefor) to the holders of such Senior Indebtedness.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer Company ----------------------------------------- covenants and agrees, and each Holder of Notes, by the acceptance thereof, likewise accepting a Note covenants and agrees, that (i) the indebtedness represented Indebtedness evidenced by the Notes and Notes, including, but not limited to, the payment of Accreted Value, principal of, premium, if any, interest, Additional Amounts, if any, and Liquidation Damages, if any, on the principal Notes, and any other payment obligation of and interest on each and all the Company in respect of the Notes (including any obligation to repurchase the Notes) is hereby expressly subordinatedsubordinated in right of payment, to the extent and in the manner hereinafter set forthprovided in this Article, in right of payment to the prior payment in full in cash or Cash Equivalents of all present Senior Indebtedness of the Company (whether outstanding on the date hereof or hereafter Incurred) (including, without limitation, the Company's obligations under the Senior Notes) and (ii) the subordination is for the benefit of the Holders of Senior Indebtedness. The Notes shall rank in all respects pari passu with all other Senior Subordinated Indebtedness of the Company. The Notes shall rank senior in all respects to all existing and future Indebtedness of the Company that is neither Senior IndebtednessIndebtedness nor Senior Subordinated Indebtedness and only Indebtedness of the Company that is Senior Indebtedness shall rank senior to the Notes in accordance with the provisions set forth herein. (ab) In the event Subject to Section 11.4, if (i) the Company shall default in the payment of any insolvency or bankruptcy proceedings or any receivershipprincipal of, liquidationpremium, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its propertyif any, or of interest, if any, on any proceedings for liquidation, dissolution or other winding up of Senior Indebtedness when the Issuersame becomes due and payable, whether at maturity or not involving insolvency at a date fixed for prepayment or bankruptcyby declaration of acceleration or otherwise, or (ii) subject any other default shall occur with respect to Senior Indebtedness and the maturity of such Senior Indebtedness has been accelerated in accordance with its terms, then, upon written notice of such default to the Company and the Trustee by the holders of Senior Indebtedness or any trustee or representative therefor, unless and until, in either case, the default has been cured or waived, or has ceased to exist, or any such acceleration has been rescinded or such Senior Indebtedness has been paid in full, no direct or indirect payment (in cash, property, Notes, by set-off or otherwise) shall be made or agreed to be made on account of the Accreted Value, principal of, premium, if any, interest, Additional Amounts, if any, or Liquidated Damages, if any, on any of the Notes, or in respect of any redemption, retirement, purchase or other acquisition of any of the Notes nor may any deposit in respect of the Notes be made pursuant to the provisions of Section 6.2 that (A) a default shall have occurred Article VIII hereof; provided, however, such payments and deposits may be made if the Company and the Trustee receive written notice approving such payment from the holders of such Senior Indebtedness or any trustee or representative therefor with respect to which either of the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, events set forth in clause (i) or (Bii) there shall have of this sentence has occurred an event of and is continuing. (c) If any default (other than a default described in the payment paragraph (b) of principal or interest or other monetary amounts due and payablethis Section 11.1) in respect of any shall occur under Designated Senior Indebtedness, as defined therein or in the instrument under pursuant to which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods occurs (a "Designated Senior ----------------- Indebtedness Non-Payment Default"), then, upon the receipt by the Trustee (with -------------------------------- a copy to the Company) of written notice thereof (a "Payment Notice") from or lapse on -------------- behalf of time, holders of such Designated Senior Indebtedness or bothany trustee or representative therefor specifying an election to prohibit such payment and other action by the Company in accordance with the following provisions of this paragraph (c), and such event the Company may not make any payment or take any other action that would be prohibited by paragraph (b) of default shall have continued beyond this 11.1 during the period (the "Payment Blockage Period") commencing on the date of gracereceipt of such Payment ------------------------ Notice and ending on the earlier of (i) the date, if any, on which the holders of such Designated Senior Indebtedness or any trustee or representative therefor notify the Trustee and the Company in respect thereof, and, writing that such Designated Senior Indebtedness Non-Payment Default is cured or waived or ceases to exist or the Senior Indebtedness to which such Designated Senior Indebtedness Non-Payment Default relates is discharged or (ii) the 179th day after the date of receipt of such Payment Notice. Notwithstanding the provisions described in the cases of subclauses immediately preceding sentence, (Ai) payments and (B) of other distributions made from any defeasance trust created pursuant to Section 8.1 hereof may be used to make payments on the Notes if the applicable deposit does not violate Article VIII or this clause Article XI, (ii)) no Designated Senior Indebtedness Non-Payment Default that existed or was continuing on the date of delivery to the Trustee of a Payment Notice shall be, or shall be made, the basis for a subsequent Payment Notice unless such default or Event of Default shall not have been cured or waived for a period of no less than 90 days and (iii) the Company may resume payments on the Notes following such Payment Blockage Period unless the holders of such Designated Senior Indebtedness or the trustee or representative of such holders has accelerated the maturity of such Designated Senior Indebtedness. Any number of Payment Notices may be given; provided, however, that (i) irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period, not more than one Payment Notice shall be given within a period of any 360 consecutive days and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not have ceased such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period. (d) In the event of (i) a total or partial liquidation or a dissolution of the Company, (ii) reorganization, bankruptcy, insolvency, receivership of or similar proceeding relating to exist, the Company or its property or (iii) that an assignment for the principal benefit of and accrued interest on the Notes shall have been declared due and payable pursuant to Section 5.2 creditors or marshaling of the Original Indenture Company's assets and such declaration shall not have been rescinded and annulled as provided thereinliabilities, then: (1) The then the holders of all Senior Indebtedness shall first will be entitled to receive payment in full in cash or Cash Equivalents in respect of the full amount due thereonSenior Indebtedness (including interest accruing after, or provision shall be made which would accrue but for, the commencement of any proceeding at the rate specified in the applicable Senior Indebtedness, whether or not a claim for such payment in money or money’s worth, interest would be allowed) before the Holders will be entitled to receive any payment or distribution (except that Holders may receive (i) securities of the Company or any other company provided for by a plan of reorganization or readjustment that are subordinated at least to the same extent as the Notes are subordinated to Senior Indebtedness and (ii) payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable deposit does not violate Article VIII or this Article XI), in the event of any payment or distribution of the assets or securities of the Company. In addition, until the Senior Indebtedness is paid in full in cash or Cash Equivalents, any payment or distribution to which holders of the Notes are would be entitled but for the subordination provisions of the Indenture will be made to holders of the Senior Indebtedness as their interests may appear. In the event of any proceeding described in the first sentence of this Section 11.1(d), 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 pari passu with the Notes, shall be entitled to receive a payment be paid from the remaining assets of the Company the amounts at the time due and owing on account of the unpaid Accreted Value, principal of or interest of, interest, if any, Additional Amounts, if any, and Liquidated Damages, if any, on the indebtedness evidenced by the Notes, including, without limitation, Notes and such other obligations before any payments made pursuant to Article 3; (2) Any payment by, or distribution of assets of, the Issuer of any kind or characterother distribution, whether in cash, property or securitiesotherwise, to which the Holders of any of the Notes or the Trustees would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid made on account of such Senior Indebtedness held any Capital Stock or represented by each, any obligations of the Company ranking junior to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of Notes and such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees under this instrument; andother obligations. (3e) In the event thatIf, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, Notes or other property (other than securities of the Company or securities, in respect any other company provided for by a plan of principal of reorganization or interest on readjustment that are subordinated at least to the same extent as the Notes or in connection with any repurchase by the Issuer of the Notesare subordinated to Senior Indebtedness), shall be received by the Trustees Trustee or the Holders any Holder in contravention of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worthterms hereof, such payment or distribution of Notes shall be received in respect trust for the benefit of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes and shall be paid over or delivered and transferred to the holders of such the Senior Indebtedness or their representative or representatives or to then outstanding in accordance with the trustee or trustees under any indenture under which any instruments evidencing any priorities then existing among such Senior Indebtedness may have been issued, ratably as aforesaid, holders for application to the payment of all Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Senior Indebtedness shall in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. Under the circumstances described in this Section 11.1, the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making any payment or distribution of cash or other property or securities is authorized or instructed to make any payment or distribution to which the Holders would otherwise be entitled (other than securities that are subordinated at least to the same extent as the Notes are subordinated to Senior Indebtedness and payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable deposit does not violate Article VIII or this Article XI) directly to the holders of the Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Company held by such holders), or their representatives, or to any trustee or trustees under any other indenture pursuant to which any such Senior Indebtedness may have been paid issued, as their respective interests appear, to the extent necessary to pay all such Senior Indebtedness in full, in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Indebtedness. (f) To the extent that any payment of Senior Indebtedness (whether on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay such Senior Indebtedness is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not become so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes of the Indenture as if such declaration, invalidity or setting aside had not occurred. (g) No present or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the Indebtedness evidenced by the Notes by any act or failure to act on the part of the Company or any Holder of Notes. Nothing contained herein shall impair, as between the Company and the Holders of Notes, the obligation of the Company to pay to such Holders the Accreted Value, principal of, interest, premium, if any, Additional Amounts, if any, and Liquidated Damages, if any, on such Notes or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon a Default or Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, Notes or other property otherwise payable or deliverable to the Holders. (h) Upon the payment in full of all Senior Indebtedness, the Holders (together with holders of any Indebtedness that is pari passu with the Notes and having an equivalent right of subrogation) shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payment or distribution (distributions applicable to the Senior Indebtedness until the Indebtedness evidenced by the Notes shall have been paid in full and such payments or provision therefor) distributions received by such Holders, by reason of such subrogation, of cash, Notes or other property which otherwise would be paid or distributed to the holders of such Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and such Holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Notes. (i) The provisions of this Section 11.1 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. (j) The securing of any obligations of the Company, otherwise ranking pari passu with the Notes or ranking junior to the Notes, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking pari passu with the Notes or ranking junior to the Notes.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer covenants and agrees, and each Holder of Notesa Note, by the its acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Notes and the payment of the principal of and interest on each and all of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all present and future Senior Indebtedness. (ab) In the event (i) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the an Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the an Issuer, whether or not involving insolvency or bankruptcy, or (ii) subject to the provisions of Section 6.2 7.02, that (Ax) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (By) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (Ax) and (By) of this clause (ii), such default or Event event of Default default shall not have been cured or waived or shall not have ceased to exist, or (iii) that the principal of and accrued interest on the Notes shall have been declared due and payable pursuant to Section 5.2 6.02 of the Original Indenture and such declaration shall not have been rescinded and annulled as provided thereinannulled, thenthen in any such case: (1A) The the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3; (2B) Any any payment by, or distribution of assets of, the an Issuer of any kind or character, whether in cash, property or securities, to which the Holders of any of the Notes or the Trustees Trustee would be entitled except but for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees Trustee under this instrument; and (3C) In in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the an Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer Issuers of the Notes, shall be received by the Trustees Trustee or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer Issuers of the Notes 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 such Senior Indebtedness may have been issued, ratably as aforesaid, 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 (or provision therefor) to the holders of such Senior Indebtedness.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. 7.1.1 The Issuer Company covenants and agrees, and each Holder of Notes, by the acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Notes and the payment of the principal of and interest on each and all of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all present and future Senior Indebtedness. (a) 7.1.2 In the event (ia) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Issuer Company or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the IssuerCompany, whether or not involving insolvency or bankruptcy, or (iib) subject to the provisions of Section 6.2 7.2 that (Ai) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (Bii) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (Ai) and (Bii) of this clause (iib), such default or Event event of Default default shall not have been cured or waived or shall not have ceased to exist, or (iiic) that the principal of and accrued interest on the Notes of any Series shall have been declared due and payable pursuant to Section 5.2 502 of the Original Indenture and such declaration shall not have been rescinded and annulled as provided therein, then: (1) The 7.1.2.1 the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3any redemption or purchase for cancellation; (2) Any 7.1.2.2 any payment by, or distribution of assets of, the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of any of the Notes or the Trustees Trustee would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees Trustee under this instrument; and (3) In 7.1.2.3 in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer Company of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer Company of the Notes, shall be received by the Trustees Trustee or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer Company of the Notes 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 such Senior Indebtedness may have been issued, ratably as aforesaid, 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 (or provision therefor) to the holders of such Senior Indebtedness.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Second Supplemental Indenture. The Issuer covenants and agrees, and each Holder of Notes, by the acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Notes and the payment of the principal of and interest on each and all of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all present and future Senior Indebtedness. (ab) In the event (i) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (ii) subject to the provisions of Section 6.2 that (A) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (B) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (A) and (B) of this clause (ii), such default or Event of Default shall not have been cured or waived or shall not have ceased to exist, or (iii) that the principal of and accrued interest on the Notes shall have been declared due and payable pursuant to Section 5.2 of the Original Indenture and such declaration shall not have been rescinded and annulled as provided therein, then: (1) The holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3; (2) Any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of any of the Notes or the Trustees would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees under this instrument; and (3) In the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes, shall be received by the Trustees or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes 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 such Senior Indebtedness may have been issued, ratably as aforesaid, 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 (or provision therefor) to the holders of such Senior Indebtedness.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to The Company, for itself and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer covenants and agreesits successors, and each Holder Holder, by his or her acceptance of Notes, by the acceptance thereof, likewise covenants and agrees, agrees that the indebtedness represented by the Notes and the payment of the principal Principal of and interest on each and all of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forthprovided in this Article Ten, in to the right of payment to the prior payment in full of to all present and future Senior Indebtedness. , and that these subordination provisions are for the benefit of the holders of Senior Indebtedness. The provisions of this Article Ten are for the benefit of the holders of the Senior Indebtedness from time to time (aand their successors and assigns) In and shall be enforceable directly by them and their respective Representatives directly against the event Company, each Guarantor, the Trustee and the Holders (i) and their successors and assigns). The provisions of this Article Ten shall be a continuing agreement and shall be irrevocable and shall remain in full force and effect until payment in the full of the Senior Indebtedness in cash or cash equivalents, and shall constitute a continuing and irrevocable offer to all Persons who become holders of, or continue to hold, Senior Indebtedness (whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes), each of which holders shall be deemed for the purposes hereof to have acquired Senior Indebtedness in reliance upon the provisions of this Article Ten. The provision of this Article Ten shall survive the commencement of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (ii) subject to the provisions of Section 6.2 that (A) a default shall have occurred with respect to the payment Company, any Guarantor or any other Person and the discharge of principal of or interest on any claim in connection with such Reorganization or other monetary amounts due and payable on any Senior Indebtedness, or (B) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (A) and (B) of this clause (ii), such default or Event of Default shall not have been cured or waived or shall not have ceased to exist, or (iii) that the principal of and accrued interest on the Notes shall have been declared due and payable pursuant to Section 5.2 of the Original Indenture and such declaration shall not have been rescinded and annulled as provided therein, then: (1) The holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notesproceedings, including, without limitation, any payments made pursuant to Article 3; (2) Any payment by, or distribution of assets of, the Issuer discharge of any kind Senior Indebtedness or character, whether in cash, property or securities, to which the Holders of any Guarantee. The holders of the Notes or the Trustees would be entitled except for Senior Indebtedness and their respective Representatives are hereby authorized to demand specific performance of the provisions of this Article Ten at any time when the Company, any Guarantor or any Holder shall have failed to comply with any provision of this Article Ten applicable to it, and the Company, each Guarantor, and each Holder hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be paid or delivered by the person making such payment or distribution, whether asserted as a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly bar to the holders remedy of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under specific performance hereof in any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented action brought therefor by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees under this instrument; and (3) In the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes, shall be received by the Trustees or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes shall be paid over to the holders of such Senior Indebtedness or and their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued, ratably as aforesaid, 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 (or provision therefor) to the holders of such Senior Indebtednessrespective Representatives.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer Company ----------------------------------------- covenants and agrees, and each Holder of Notes, by the acceptance thereof, likewise accepting a Note covenants and agrees, that (i) the indebtedness represented Indebtedness evidenced by the Notes and Notes, including, but not limited to, the payment of principal of, premium, if any, interest, Additional Amounts, if any, and Liquidation Damages, if any, on the principal Notes, and any other payment obligation of and interest on each and all the Company in respect of the Notes (including any obligation to repurchase the Notes) is hereby expressly subordinatedsubordinated in right of payment, to the extent and in the manner hereinafter set forthprovided in this Article, in right of payment to the prior payment in full in cash or Cash Equivalents of all present Senior Indebtedness of the Company (whether outstanding on the date hereof or hereafter Incurred) (including, without limitation, the Company's obligations under the Senior Notes) and (ii) the subordination is for the benefit of the Holders of Senior Indebtedness. The Notes shall rank in all respects pari passu with all other Senior Subordinated Indebtedness of the Company. The Notes shall rank senior in all respects to all existing and future Indebtedness of the Company that is neither Senior IndebtednessIndebtedness nor Senior Subordinated Indebtedness and only Indebtedness of the Company that is Senior Indebtedness shall rank senior to the Notes in accordance with the provisions set forth herein. (ab) In the event Subject to Section 11.4, if (i) the Company shall default in the payment of any insolvency or bankruptcy proceedings or any receivershipprincipal of, liquidationpremium, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its propertyif any, or of interest, if any, on any proceedings for liquidation, dissolution or other winding up of Senior Indebtedness when the Issuersame becomes due and payable, whether at maturity or not involving insolvency at a date fixed for prepayment or bankruptcyby declaration of acceleration or otherwise, or (ii) subject any other default shall occur with respect to Senior Indebtedness and the maturity of such Senior Indebtedness has been accelerated in accordance with its terms, then, upon written notice of such default to the Company and the Trustee by the holders of Senior Indebtedness or any trustee or representative therefor, unless and until, in either case, the default has been cured or waived, or has ceased to exist, or any such acceleration has been rescinded or such Senior Indebtedness has been paid in full, no direct or indirect payment (in cash, property, Notes, by set-off or otherwise) shall be made or agreed to be made on account of the principal of, premium, if any, interest, Additional Amounts, if any, or Liquidated Damages, if any, on any of the Notes, or in respect of any redemption, retirement, purchase or other acquisition of any of the Notes nor may any deposit in respect of the Notes be made pursuant to the provisions of Section 6.2 that Article VIII hereof; provided, however, (A) a default shall have occurred such payments and deposits may be made if the Company and the Trustee receive written notice approving such payment from the holders of such Senior Indebtedness or any trustee or representative therefor with respect to which either of the payment events set forth in clause (i) or (ii) of principal of or interest on or other monetary amounts due this sentence has occurred and payable on any Senior Indebtedness, or is continuing and (B) there the Company shall have occurred an event be required to make interest payments in kind of Secondary Notes unless cash payments are required to be made pursuant to the provisions of this Indenture and the Notes. (c) If any default (other than a default described in the payment paragraph (b) of principal or interest or other monetary amounts due and payablethis Section 11.1) in respect of any shall occur under Designated Senior Indebtedness, as defined therein or in the instrument under pursuant to which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods occurs (a "Designated Senior ----------------- Indebtedness Non-Payment Default"), then, upon the receipt by the Trustee (with -------------------------------- a copy to the Company) of written notice thereof (a "Payment Notice") from or lapse on -------------- behalf of time, holders of such Designated Senior Indebtedness or bothany trustee or representative therefor specifying an election to prohibit such payment and other action by the Company in accordance with the following provisions of this paragraph (c), and such event the Company may not make any payment or take any other action that would be prohibited by paragraph (b) of default shall have continued beyond this 11.1 during the period (the "Payment Blockage Period") commencing on the date of gracereceipt of such Payment ----------------------- Notice and ending on the earlier of (i) the date, if any, on which the holders of such Designated Senior Indebtedness or any trustee or representative therefor notify the Trustee and the Company in respect thereof, and, writing that such Designated Senior Indebtedness Non-Payment Default is cured or waived or ceases to exist or the Senior Indebtedness to which such Designated Senior Indebtedness Non-Payment Default relates is discharged or (ii) the 179th day after the date of receipt of such Payment Notice. Notwithstanding the provisions described in the cases of subclauses immediately preceding sentence, (Ai) payments and (B) of other distributions made from any defeasance trust created pursuant to Section 8.1 hereof may be used to make payments on the Notes if the applicable deposit does not violate Article VIII or this clause Article XI, (ii)) no Designated Senior Indebtedness Non-Payment Default that existed or was continuing on the date of delivery to the Trustee of a Payment Notice shall be, or shall be made, the basis for a subsequent Payment Notice unless such default or Event of Default shall not have been cured or waived for a period of no less than 90 days and (iii) the Company may resume payments on the Notes following such Payment Blockage Period unless the holders of such Designated Senior Indebtedness or the trustee or representative of such holders has accelerated the maturity of such Designated Senior Indebtedness. Any number of Payment Notices may be given; provided, however, that (i) irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period, not more than one Payment Notice shall be given within a period of any 360 consecutive days and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not have ceased such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period. (d) In the event of (i) a total or partial liquidation or a dissolution of the Company, (ii) reorganization, bankruptcy, insolvency, receivership of or similar proceeding relating to exist, the Company or its property or (iii) that an assignment for the principal benefit of and accrued interest on the Notes shall have been declared due and payable pursuant to Section 5.2 creditors or marshaling of the Original Indenture Company's assets and such declaration shall not have been rescinded and annulled as provided thereinliabilities, then: (1) The then the holders of all Senior Indebtedness shall first will be entitled to receive payment in full in cash or Cash Equivalents in respect of the full amount due thereonSenior Indebtedness (including interest accruing after, or provision shall be made which would accrue but for, the commencement of any proceeding at the rate specified in the applicable Senior Indebtedness, whether or not a claim for such payment in money or money’s worth, interest would be allowed) before the Holders will be entitled to receive any payment or distribution (except that Holders may receive (i) securities of the Company or any other company provided for by a plan of reorganization or readjustment that are subordinated at least to the same extent as the Notes are subordinated to Senior Indebtedness and (ii) payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable deposit does not violate Article VIII or this Article XI), in the event of any payment or distribution of the assets or securities of the Company. In addition, until the Senior Indebtedness is paid in full in cash or Cash Equivalents, any payment or distribution to which holders of the Notes are would be entitled but for the subordination provisions of the Indenture will be made to holders of the Senior Indebtedness as their interests may appear. In the event of any proceeding described in the first sentence of this Section 11.1(d), 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 pari passu with the Notes, shall be entitled to receive a payment be paid from the remaining assets of the Company the amounts at the time due and owing on account of the unpaid principal of or interest of, interest, if any, Additional Amounts, if any, and Liquidated Damages, if any, on the indebtedness evidenced by the Notes, including, without limitation, Notes and such other obligations before any payments made pursuant to Article 3; (2) Any payment by, or distribution of assets of, the Issuer of any kind or characterother distribution, whether in cash, property or securitiesotherwise, to which the Holders of any of the Notes or the Trustees would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid made on account of such Senior Indebtedness held any Capital Stock or represented by each, any obligations of the Company ranking junior to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of Notes and such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees under this instrument; andother obligations. (3e) In the event thatIf, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, Notes or other property (other than securities of the Company or securities, in respect any other company provided for by a plan of principal of reorganization or interest on readjustment that are subordinated at least to the same extent as the Notes or in connection with any repurchase by the Issuer of the Notesare subordinated to Senior Indebtedness), shall be received by the Trustees Trustee or the Holders any Holder in contravention of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worthterms hereof, such payment or distribution of Notes shall be received in respect trust for the benefit of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes and shall be paid over or delivered and transferred to the holders of such the Senior Indebtedness or their representative or representatives or to then outstanding in accordance with the trustee or trustees under any indenture under which any instruments evidencing any priorities then existing among such Senior Indebtedness may have been issued, ratably as aforesaid, holders for application to the payment of all Senior Indebtedness remaining unpaid until unpaid, to the extent necessary to pay all such Senior Indebtedness shall in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. Under the circumstances described in this Section 11.1, the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making any payment or distribution of cash or other property or securities is authorized or instructed to make any payment or distribution to which the Holders would otherwise be entitled (other than securities that are subordinated at least to the same extent as the Notes are subordinated to Senior Indebtedness and payments made from any defeasance trust created pursuant to Section 8.1 hereof provided that the applicable deposit does not violate Article VIII or this Article XI) directly to the holders of the Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Company held by such holders), or their representatives, or to any trustee or trustees under any other indenture pursuant to which any such Senior Indebtedness may have been paid issued, as their respective interests appear, to the extent necessary to pay all such Senior Indebtedness in full, in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Indebtedness. (f) To the extent that any payment of Senior Indebtedness (whether on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay such Senior Indebtedness is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not become so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes of the Indenture as if such declaration, invalidity or setting aside had not occurred. (g) No present or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the Indebtedness evidenced by the Notes by any act or failure to act on the part of the Company or any Holder of Notes. Nothing contained herein shall impair, as between the Company and the Holders of Notes, the obligation of the Company to pay to such Holders the principal of, interest, premium, if any, Additional Amounts, if any, and Liquidated Damages, if any, on such Notes or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon a Default or Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, Notes or other property otherwise payable or deliverable to the Holders. (h) Upon the payment in full of all Senior Indebtedness, the Holders (together with holders of any Indebtedness that is pari passu with the Notes and having an equivalent right of subrogation) shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payment or distribution (distributions applicable to the Senior Indebtedness until the Indebtedness evidenced by the Notes shall have been paid in full and such payments or provision therefor) distributions received by such Holders, by reason of such subrogation, of cash, Notes or other property which otherwise would be paid or distributed to the holders of such Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and such Holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Notes. (i) The provisions of this Section 11.1 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. (j) The securing of any obligations of the Company, otherwise ranking pari passu with the Notes or ranking junior to the Notes, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking pari passu with the Notes or ranking junior to the Notes.

Notes Subordinated to Senior Indebtedness. (aSubject to Section 4(d) Pursuant to below and in accordance with Article 14 solely for the benefit of the Original Indentureholders of Senior Indebtedness, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer Noteholder by its acceptance hereof covenants and agrees, and each Holder of Notes, by the acceptance thereof, likewise covenants and agrees, agrees that the indebtedness represented by the Notes and the payment all payments of the principal of (and premium, if any), and interest on each and all on, this Note shall be subordinated in accordance with the provisions of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment this Section 4 to the prior payment in full of all present and future Senior Indebtedness. (a) In . For purposes of this Section 4, the event (i) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect term "Senior Indebtedness" shall mean the payment obligations of the Issuer or a substantial part of its propertyCompany under the Loan Agreement as Amended, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (ii) subject to the provisions of Section 6.2 that (A) a default shall have occurred with respect to the repayment of principal, the payment of principal interest, reasonable and customary fees, and the reimbursement of reasonable expenses incurred; provided, however, that no such amendment, modification, extension, supplement or interest on refinancing of the Loan Agreement shall directly or other monetary amounts due and payable on indirectly (i) increase the amount or extend or accelerate the date of any Senior Indebtedness, scheduled or (B) there shall have occurred an event of default (other than a default in the mandatory payment of principal or interest thereunder, except that (A) the Company may borrow and reborrow from time to time under the Revolver and the Term B Loan and the Revolver may be renewed from time to time providing for a new maturity date, provided that in connection with any such renewal the Loan Agreement shall be amended in a manner so as not to be on terms more restrictive in any manner than the terms being renewed; provided further that such new maturity date shall not, in the case of the Term B Loan, be after the original maturity date of the Term B Loan, (B) any scheduled or other monetary amounts due mandatory principal payment under the Term A Loan or the Term C Loan may be extended so long as the weighted average life to maturity of the Term A Loan and payable) the Term C Loan, measured from the date of Closing and taking into account all repayments of principal previously made in respect thereof as of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse time of time, or both), and such event of default shall have continued beyond the period of gracedetermination, if any, is not increased by more than six months from that in respect thereofeffect at the Closing, and, in the cases of subclauses (A) and (BC) such amendment may increase the principal amount of Senior Indebtedness so long as the aggregate of all such increases pursuant to this clause (C) from and after the date of the Closing shall not exceed $2,000,000 in the aggregate, (ii) increase the rate or rates at which interest accrues or the methods of calculation thereof (including without limitation by amending any provisions (including definitions) used in calculating such interest rates such that a higher rate or margin may apply), such default (iii) increase any fees, indemnities, expense reimbursements or Event of Default shall not have been cured or waived or shall not have ceased other charges payable to existthe lenders thereunder, or (iiiiv) that the principal of and accrued interest amend, modify, add or otherwise impose any representation, covenant or default or any other term or provision in a manner which is more onerous or more restrictive on the Notes shall have been declared due and payable pursuant to Section 5.2 of the Original Indenture and such declaration shall not have been rescinded and annulled as provided therein, then: (1) The holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3; (2) Any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of any of the Notes or the Trustees would be entitled except for Company or change any of the provisions of this Article shall be paid restrictions in the Loan Agreement or other agreements delivered in connection therewith or relating to performance by the person making such Company of the Note Obligations (including restrictions which prohibit or limit the payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly prepayment of any amount with respect 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 according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees under this instrument; and (3) In the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securitiesNote Obligations). The foregoing notwithstanding, in respect of principal of or interest on no event will the Notes or in connection with be subordinated at any repurchase by time to an amount of Senior Indebtedness exceeding an aggregate amount equal to $23,500,000, plus the Issuer aggregate (not to exceed $2,000,000) of the Notesprincipal amounts, shall be received if any, by which the Trustees or the Holders aggregate principal amount of any of the Notes before all Senior Indebtedness is paid increased pursuant to an amendment or amendments thereto permitted by clause (i)(C) of this Section 4(a), minus the aggregate amount of permanent reductions in fullthe outstanding principal of, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on commitments to extend credit under the Notes or in connection with any repurchase by the Issuer of the Notes 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 such Senior Indebtedness may have been issued, ratably Loan Agreement as aforesaid, 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 (or provision therefor) to the holders of such Senior IndebtednessAmended.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to The Notes are subordinated and junior in accordance with Article 14 right of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer covenants and agrees, and each Holder of Notes, by the acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Notes and the payment of the principal of and interest on each and all other obligations (all of the foregoing, a "PAYMENT OR DISTRIBUTION") on such Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all present and future any Senior Indebtedness. (a) In Indebtedness whether outstanding on the event (i) of any insolvency date hereof or bankruptcy proceedings hereafter created, incurred, assumed or any receivershipguaranteed, liquidation, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (ii) subject to Notes shall comply with the provisions of this Section 6.2 that (A) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (B) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both)8, and such event of default each Holder by his acceptance thereof likewise agrees. A Payment or Distribution shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (A) and (B) of this clause (ii), such default or Event of Default shall not have been cured or waived or shall not have ceased to exist, or (iii) that the principal of and accrued interest on the Notes shall have been declared due and payable pursuant to Section 5.2 of the Original Indenture and such declaration shall not have been rescinded and annulled as provided therein, then: (1) The holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of include any of the Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3; (2) Any payment by, or distribution of assets of, the Issuer asset of any kind or character, whether in and may consist of cash, property securities or securitiesother property, by set-off or otherwise, except that Holders may receive (i) securities that are subordinated to which at least the same extent as the Notes to (A) Senior Indebtedness and (B) any securities issued in exchange for Senior Indebtedness. (b) The Senior Indebtedness of the Company shall continue to be Senior Indebtedness and entitled to the benefit of these subordination provisions irrespective of any amendment, modification or waiver of any term of any instrument relating to refinancing of the Senior Indebtedness, whether with or without notice to Holders. (c) No right of any holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time or in any way be affected or impaired by any act or failure to act on the part of the Company, the Holders or the holders of the Senior Indebtedness, including without limitation any non-compliance by the holders of the Senior Indebtedness with any of the Notes terms, provisions and covenants of the documents evidencing or securing the Senior Indebtedness, or by any noncompliance by the Company or the Trustees would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 Holders with any of the terms, provisions and covenants of the Notes, regardless of any knowledge thereof that any such holder of Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees under this instrument; and (3) In the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes, shall otherwise be received by the Trustees or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes 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 such Senior Indebtedness may have been issued, ratably as aforesaid, 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 (or provision therefor) to the holders of such Senior Indebtednesscharged with.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer covenants and agrees, and each Holder of Notes, by the his acceptance thereof, thereof likewise covenants and agrees, that all Notes are subject to the indebtedness represented provisions of this Article XI; and each Person holding any Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions and acknowledges that such provisions are for the Notes 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 XI and appoints the Trustee as such Holder’s attorney-in-fact for any and all such purposes. The payment of the principal of of, premium, if any, and interest Interest on each and all any other payment due pursuant to this Indenture or any Notes issued hereunder (including, without limitation, the payment or deposit of the Notes is hereby expressly subordinatedChange of Control Payment pursuant to Article III) 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 present and future Senior Indebtedness. (a) In , whether outstanding at the event (i) Issue Date or thereafter created, incurred, assumed or guaranteed. Each Holder by accepting a Note acknowledges and agrees that the subordination provision set forth in this Article XI are, and are intended to be, an inducement and consideration to each holder of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up Senior Indebtedness of the Issuer, whether or not involving insolvency or bankruptcy, or (ii) subject to the provisions of Section 6.2 that (A) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (B) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (A) and (B) of this clause (ii), such default or Event of Default shall not have been cured or waived or shall not have ceased to exist, or (iii) that the principal of and accrued interest on the Notes shall have been declared due and payable pursuant to Section 5.2 of the Original Indenture and such declaration shall not have been rescinded and annulled as provided therein, then: (1) The holders of all Senior Indebtedness shall first be entitled to receive payment was created before or after the issuance of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3; (2) Any payment byacquire and continue to hold, or distribution of assets ofto continue to hold, the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of any of the Notes or the Trustees would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders and such holder of the indebtedness evidenced by the Notes or to the Trustees under this instrument; and (3) In the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes, shall be received by the Trustees or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes 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 such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall be deemed conclusively to have been paid relied upon such subordination provisions in fullacquiring and continuing to hold, after giving effect or in continuing to any concurrent payment or distribution (or provision therefor) to the holders of hold, such Senior Indebtedness, and such holder is made an obligee hereunder and may enforce directly such subordination provisions.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer Company covenants and agrees, and each Holder of the Notes, by the his acceptance thereof, likewise covenants and agrees, that (a) the indebtedness represented by the Notes and the payment of the principal of and any premium or interest on each and all of the Notes is hereby expressly subordinatedsubordinate, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all present and future Senior Indebtedness. ; and (b) Senior Indebtedness shall continue to be Senior Indebtedness with respect to the Notes irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness or extension or renewal of such Senior Indebtedness (other than any such amendment, modification or waiver that makes such Senior Indebtedness subordinated or equal in right of payment to the Notes). With respect to the Notes, in the event (a) In the event (i) of any insolvency payment by, or bankruptcy proceedings distribution of assets of, the Company of any kind or character, whether in cash, property or securities, to creditors upon any receivershipdissolution, liquidationwinding-up, liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcyproceedings, or (iib) subject to the provisions of Section 6.2 3.02, that (Ai) a default shall have occurred and be continuing with respect to the payment of principal of principal, interest or interest on or any other monetary amounts due and payable on any Senior Indebtedness, or (B) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), Indebtedness and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, specified in the cases instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Company or one or more holders of subclauses (A) and (B) of this clause (ii), such default Senior Indebtedness or Event of Default shall not their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been cured or waived or shall not have ceased to existissued), or (iiiii) that the principal maturity of and accrued interest on the Notes any such Senior Indebtedness shall have been declared due accelerated because of a default in respect of such Senior Indebtedness (and payable the Trustee shall have received written notice thereof from the Company or one or more holders of such Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to Section 5.2 of the Original Indenture and which any such declaration shall not Senior Indebtedness may have been rescinded and annulled as provided thereinissued), then: (1) The the holders of all such Senior Indebtedness shall first be entitled to receive receive, in the case of clause (a) above, payment of all amounts due or to become due upon all such Senior Indebtedness or, in the full amount case of subclauses (i) and (ii) of clause (b) above, payment of all amounts due thereonupon all such Senior Indebtedness, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a any payment on account of the principal of or any premium or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3III or Article IV of the Base Indenture; (2) Any so long as any of the events in clause (a) or subclauses (i) or (ii) of clause (b) above has occurred and is continuing, any payment by, or distribution of assets of, the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of any of the Notes or the Trustees would be entitled except for the provisions of this Article Three, 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 paid or delivered distributed, as the case may be, by the person Person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees under this instrument; and (3) In the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes, shall be received by the Trustees or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes 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 such Senior Indebtedness may have been issued, ratably according to aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment, in the case of clause (a) above, of all amounts due and to become due upon all such Senior Indebtedness, or, in the case of subclauses (i) and (ii) of clause (b) above, of all amounts due upon all such Senior Indebtedness, in each case remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders of the indebtedness evidenced by the Notes; and (3) so long as any of the events in clause (a) or subclauses (i) or (ii) of clause (b) above has occurred and is continuing, in the event that, notwithstanding the foregoing, any payment by, 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 Notes, in respect of principal of or any premium or interest on any of the Notes or in connection with the repurchase by the Company of any of the Notes, shall be received by the Trustee or the Holders of any of the Notes before, in the case of clause (a) above, all amounts due or to become due upon all such Senior Indebtedness or, in the case of subclauses (i) or (ii) of clause (b) above, all amounts due upon all such Senior Indebtedness is paid in full (or provision is made for such payment), then such payment or distribution 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 pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of, in the case of clause (a) above, all Senior Indebtedness remaining unpaid until amounts due and to become due upon all such Senior Indebtedness or, in the case of subclauses (i) or (ii) of clause (b) above, all amounts due upon all such Senior Indebtedness, in each case until all such amounts shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness. For purposes of this Article Three, 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 Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Three with respect to the Notes to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) all such Senior Indebtedness is assumed by the Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of each such holder adversely affected thereby, altered by such reorganization or readjustment. 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 as an entirety, or substantially as an entirety, to any winding-up, liquidation or reorganization for the purposes of this Section 3.01 if such other Person shall, as part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII of the Base Indenture. Nothing in this Section 3.01 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.06 of the Base Indenture.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer Company covenants and agrees, and each Holder of Notes, by the such Holder's acceptance thereof, likewise covenants and agrees, and for purposes of Section 508 consents, that the indebtedness represented by the Notes and the payment of the principal of and interest on each and all of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all present and future Senior Indebtedness. (ab) In Upon any distribution of assets of the event (i) Company upon any dissolution, winding up, liquidation or reorganization of any insolvency or bankruptcy proceedings or any receivershipthe Company, liquidationwhether in bankruptcy, insolvency, reorganization or receivership proceedings, or upon an assignment for the benefit of creditors or any other similar proceedings in respect marshalling of the Issuer assets and liabilities of the Company or otherwise, except a distribution in connection with a merger or consolidation or a substantial part conveyance or transfer of its propertyall or substantially all of the properties of the Company which complies with the requirements of Article Eight, or if an event of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (ii) subject to the provisions of Section 6.2 that (A) a default shall have occurred and be continuing with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (B) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (A) and (B) of this clause (ii), such default or Event of Default shall not have been cured or waived or shall not have ceased to exist, or (iii) that the principal of and accrued interest on the Notes shall have been declared due and payable pursuant to Section 5.2 of the Original Indenture 502 and such declaration shall not have been rescinded and annulled as provided thereinin said Section 502, then: (1) The the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereonthereon in respect of principal and interest, or adequate provision shall be made for such payment in money or money’s worthpayment, before the Holders of any of the Notes are entitled to receive a any payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3; (2) Any any payment by, or distribution of assets of, the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other Corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article with respect to the Notes, to the payment of all Senior Indebtedness, provided that the rights of the holders of Senior Indebtedness are not altered by such reorganization or readjustment), to which the Holders of any of the Notes or the Trustees Trustee would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid on account of such the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Notes or to the Trustees Trustee under this instrument; and (3) In in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer Company of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer securities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other Corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article with respect to the Notes, to the payment of all Senior Indebtedness, provided that the rights of the holders of Senior Indebtedness are not altered by such reorganization or readjustment), shall be received by the Trustees Trustee or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees of such Senior Indebtedness under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, 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 (or provision therefor) to the holders of such Senior Indebtedness.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer Company covenants and agrees, and each Holder of Notes, by the such Holder's acceptance thereof, likewise covenants and agrees, and for purposes of Section 508 consents, that the indebtedness represented by the Notes and the payment of the principal of and interest on each and all of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all present and future Senior Indebtedness. (ab) In Upon any distribution of assets of the event (i) Company upon any dissolution, winding up, liquidation or reorganization of any insolvency or bankruptcy proceedings or any receivershipthe Company, liquidationwhether in bankruptcy, insolvency, reorganization or receivership proceedings, or upon an assignment for the benefit of creditors or any other similar proceedings in respect marshalling of the Issuer assets and liabilities of the Company or otherwise, except a distribution in connection with a merger or consolidation or a substantial part conveyance or transfer of its propertyall or substantially all of the properties of the Company which complies with the requirements of Article Eight, or if an event of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (ii) subject to the provisions of Section 6.2 that (A) a default shall have occurred and be continuing with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (B) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (A) and (B) of this clause (ii), such default or Event of Default shall not have been cured or waived or shall not have ceased to exist, or (iii) that the principal of and accrued interest on the Notes shall have been declared due and payable pursuant to Section 5.2 of the Original Indenture 502 and such declaration shall not have been rescinded and annulled as provided thereinin said Section 502, then: (1) The the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereonthereon in respect of principal and interest, or adequate provision shall be made for such payment in money or money’s worthpayment, before the Holders of any of the Notes are entitled to receive a any payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3; (2) Any any payment by, or distribution of assets of, the Issuer Company of any kind or character, whether in cash, property or securitiessecurities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other Corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article with respect to the Notes, to the payment of all Senior Indebtedness, provided that the rights of the holders of Senior Indebtedness are not altered by such reorganization or readjustment), to which the Holders of any of the Notes or the Trustees Trustee would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid on account of such the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders Holders of the indebtedness evidenced by the Notes or to the Trustees Trustee under this instrument; and (3) In in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer Company of any kind or character, whether such payment shall be in cash, property or securitiessecurities (other than securities of the Company as reorganized or readjusted or securities of the Company or any other Corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in this Article with respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of to the Notes, to the payment of all Senior Indebtedness, provided that the rights of the holders of Senior Indebtedness are not altered by such reorganization or readjustment), and the Company shall be received by have made payment to the Trustees Trustee or directly to the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes shall be paid over by the Trustee (if the Notice required by Section 1309 hereof has been received by the Trustee) or by the Holders of any Notes, to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees of such Senior Indebtedness under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, 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 (or provision therefor) to the holders of such Senior Indebtedness.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. 7.1.1 The Issuer Company covenants and agrees, and each Holder of Notes, by the acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Notes and the payment of the principal of and interest on each and all of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all present and future Senior Indebtedness. (a) 7.1.2 In the event (ia) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Issuer Company or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the IssuerCompany, whether or not involving insolvency or bankruptcy, or (iib) subject to the provisions of Section 6.2 7.2 that (Ai) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (Bii) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (Ai) and (Bii) of this clause (iib), such default or Event event of Default default shall not have been cured or waived or shall not have ceased to exist, or (iiic) that the principal of and accrued interest on the Notes shall have been declared due and payable pursuant to Section 5.2 502 of the Original Indenture and such declaration shall not have been rescinded and annulled as provided therein, then: (1) The 7.1.2.1 the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3any redemption or purchase for cancellation; (2) Any 7.1.2.2 any payment by, or distribution of assets of, the Issuer Company of any kind or character, whether in cash, property or securities, to which the Holders of any of the Notes or the Trustees Trustee would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees Trustee under this instrument; and (3) In 7.1.2.3 in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer Company of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer Company of the Notes, shall be received by the Trustees Trustee or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer Company of the Notes 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 such Senior Indebtedness may have been issued, ratably as aforesaid, 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 (or provision therefor) to the holders of such Senior Indebtedness.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer covenants and agrees, and each Holder of NotesNoteholder, by the his acceptance thereofof a Note, likewise covenants and agrees, that the indebtedness represented by the Notes and the payment of the principal of and interest on each and all of the Notes is hereby expressly subordinatedthat, to the extent and in the manner hereinafter set forth, the indebtedness represented by the Notes and the payment of principal of and interest (and any other amounts payable in respect thereof) on each and all of the Notes are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all present Senior Indebtedness of the Issuer; provided, however, that such subordination in right of payment shall apply only after the Issuer has been declared bankrupt or put into liquidation or otherwise dissolved (liquidado) for the purposes of Brazilian law, whether voluntarily or involuntarily and future Senior Indebtedness. (a) In the whether or not such event (i) of any involves insolvency or bankruptcy proceedings or after any receivership, liquidation, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (ii) subject event which has an analogous effect to the provisions of Section 6.2 that (A) a default shall have occurred with respect foregoing pursuant to the payment Law of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or Brazil has occurred (B) there shall have occurred an event of default (other than each a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both“Bankruptcy Event”), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (A) and (B) of this clause (ii), such default or Event of Default shall not have been cured or waived or shall not have ceased to exist, or (iii) that the principal of and accrued interest on the . The Notes shall have been declared due and payable pursuant to Section 5.2 rank junior in right of the Original Indenture and such declaration shall not have been rescinded and annulled as provided therein, then: (1) The holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Notes are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to Article 3; (2) Any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of any of the Notes or the Trustees would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly 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 according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Notes or to the Trustees under this instrument; and (3) In the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes, shall be received by the Trustees or the Holders of any of the Notes before all Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes 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 such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all the Issuer’s Senior Indebtedness remaining unpaid until Liabilities; pari passu among (i) themselves and (ii) with any Liabilities approved or to be approved by the Central Bank and to be classified, in whole or in part, as Tier 1 Capital or Tier 2 Capital pursuant to CMN Resolution No. 3,444 (the “Pari Passu Liabilities”); and senior to the capital stock of the Issuer (“Junior Liabilities”). (b) A consolidation of the Issuer with, or the merger of the Issuer into, another Person or the liquidation or dissolution of the Issuer after the conveyance or transfer of all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution substantially all of its assets and Liabilities (or provision thereforincluding the Notes issued under this Indenture) to another Person shall not be deemed a Bankruptcy Event for the holders purposes of this Article 12 if that Person shall, as a part of such Senior Indebtednessconsolidation, merger, conveyance or transfer, substitute the Issuer and exercise every right and power of the Issuer under this Indenture and the Notes with the same effect as if such successor Person had been named as the Issuer in this Indenture and the Notes, and thereafter the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Notes, and the Notes will continue to be Outstanding and will be treated as subordinated debt of such Person pursuant to the terms of CMN Resolution No. 3,444.

Notes Subordinated to Senior Indebtedness. (a) Pursuant to and in accordance with Article 14 of the Original Indenture, the Notes shall be subordinated to the extent provided in this Article 6 of the First Supplemental Indenture. The Issuer covenants and Company agrees, and each Holder of Notes, the Notes by the his acceptance thereof, thereof likewise covenants and agrees, that the indebtedness represented by the Notes and the payment of the principal of of, and interest on each and any other amounts under, the Notes (all of the Notes foregoing, a "Payment" or "Distribution") is hereby expressly subordinatedsubordinated and junior in right and time of payment, to the extent and in the manner hereinafter set forthprovided in this Article III, to the prior irrevocable payment in full in cash of all Senior Indebtedness outstanding on the date hereof and shall be senior in right of payment to all Indebtedness (except the prior payment in full Senior Indebtedness) hereafter created, incurred, assumed or guaranteed by the Company. A Payment or Distribution shall include any asset of all present any kind or character, and future may consist of cash, securities or other property, by set-off or otherwise, and shall include, without limitation, any purchase, redemption or other acquisition of Notes or the making of any deposit of funds pursuant to this Indenture. (b) The Senior Indebtedness of the Company shall continue to be Senior Indebtedness and entitled to the benefit of these subordination provisions irrespective of any amendment, modification, refunding, refinancing or waiver of any term of any instrument relating to refinancing of the Senior Indebtedness. (ac) In All the event (i) provisions of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of this Indenture and the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (ii) Notes shall be subject to the provisions of this Article III so far as they may be applicable thereto, except that nothing in this Article III shall apply to claims for, or payments to, the Trustee under or pursuant to Section 6.2 that 8.7. (Ad) a default No right of any holder of any Senior Indebtedness to enforce subordination as herein provided shall have occurred with respect at any time or in any way be affected or impaired by any failure to act on the payment part of principal the Company, any Paying Agent, the Holders of the Notes, the Trustee or interest on or other monetary amounts due and payable on any the holders of the Senior Indebtedness, or by any noncompliance by the Company, any Paying Agent, the Holders of the Notes or the Trustee with any of the terms, provisions and covenants of the Notes or this Indenture, regardless of any knowledge thereof that any such holder of Senior Indebtedness may have or be otherwise charged with. (Be) there shall have occurred an event Except for such Payments or Distributions permitted to be made to the Holders of default (other than a default the Notes pursuant to Section 3.3, any Payment or Distribution, whether in the payment of principal or interest cash, securities or other monetary amounts due and payable) property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to the holders of the Senior Indebtedness until all Senior Indebtedness is irrevocably paid in full in cash and all commitments to lend under the Senior Credit Facility Documents shall have been terminated. Each of the Trustee and the Holders of the Notes irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other person having authority, to pay or otherwise deliver all such Payments and Distributions to the holders of the Senior Indebtedness. Each of the Trustee and the Holders of the Notes also irrevocably authorizes and empowers the holders of the Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse name of time, or both), such Trustee and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (A) and (B) of this clause (ii), such default or Event of Default shall not have been cured or waived or shall not have ceased to exist, or (iii) that the principal of and accrued interest on the Notes shall have been declared due and payable pursuant to Section 5.2 of the Original Indenture and such declaration shall not have been rescinded and annulled as provided therein, then: (1) The holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of the Notes, to demand, sue for, collect and receive any and all such Payments and Distributions. (f) Each of the Trustee and the Holders of the Notes are entitled agrees not to receive a payment on account initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the principal Senior Indebtedness, any liens and security interests securing the Senior Indebtedness, any claim or adequate protection rights granted or allowed by a bankruptcy court in favor of the Senior Indebtedness or interest on the indebtedness evidenced holders of the Senior Indebtedness, the terms of any proposed orders authorizing the use of cash collateral to which a majority of the holders of the Senior Indebtedness consents, or the terms of any proposed debtor-in-possession financing to be provided by the Notesholders of the Senior Indebtedness or otherwise supported by a majority of the holders of the Senior Indebtedness in such Proceeding, including, without limitation, any payments made pursuant claim or objection based on lack of adequate protection with respect to Article 3;the Subordinated Indebtedness. (2g) Any payment by, or distribution Each of assets of, the Issuer of any kind or character, whether in cash, property or securities, to which Trustee and the Holders of the Notes agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Indebtedness requested by the holders of the Senior Indebtedness in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints the holders of the Senior Indebtedness, its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of the Trustee or the Holders of the Notes or promptly to do so prior to 15 days before the Trustees would expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of the Trustee and the Holders of the Notes to do so prior to 10 days before the expiration of the time to vote any such claim; provided that the holders of the Senior Indebtedness shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that the holders of the Senior Indebtedness vote any claim in accordance with the authority granted hereby, the Trustee and the Holders of the Notes shall not be entitled except for to change or withdraw such vote. (h) The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the provisions of this Article III shall be paid or delivered by continue to govern the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver relative rights and manager or liquidating trustee or otherwise, directly to the holders priorities 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 according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by Senior Indebtedness and the Trustee and the Holders of the Notes even if all or to part of the Trustees under this instrument; and (3) In Senior Indebtedness or the event thatsecurity interests securing the Senior Indebtedness are subordinated, notwithstanding the foregoingset aside, any payment byavoided, invalidated or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or disallowed in connection with any repurchase by such Proceeding, and the Issuer provisions of the Notes, this Article III shall be received by the Trustees or the Holders reinstated if at any time any payment of any of the Notes before all Senior Indebtedness is paid in full, rescinded or provision made for such payment in money or money’s worth, such payment or distribution in respect must otherwise be returned by any holder of principal of or interest on the Notes or in connection with any repurchase by the Issuer of the Notes shall be paid over to the holders of such Senior Indebtedness or their any representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued, ratably as aforesaid, 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 (or provision therefor) to the holders of such Senior Indebtednessholder.