Common use of Securities Subordinate to Senior Indebtedness Clause in Contracts

Securities Subordinate to Senior Indebtedness. Anything in this Indenture or the Securities to the contrary notwithstanding, the Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment of the principal of, premium, if any, and interest on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities and the other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in full, in cash or Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of the Senior Indebtedness (including any interest accruing after the occurrence of an Event of Default under Section 5.1(g) or (h), whether or not such interest is an allowed claim enforceable against the debtor in a case brought under the Bankruptcy Law). As used in this Indenture and the Securities, “paying the Securities”, “payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal of (or premium, if any) or interest on the Securities, the Indenture Obligations or other amounts owed by the Company under this Indenture and the Securities (other than amounts owing to the Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase pursuant to the provisions of this Indenture or redeem, retire or defease all or any portion of the Securities or to make any deposit, payment or transfer in furtherance of the foregoing. This Article XIII shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders or continue to hold Senior Indebtedness; and such provisions are made for the benefits of the holders of Senior Indebtedness; and such holders are made obligees hereunder and they or each of them may enforce such provisions. The holders of Senior Notes shall have the right to rely upon this Article XIII, and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto.

Securities Subordinate to Senior Indebtedness. Anything The Company covenants and agrees that anything in this Indenture or the Securities of any series to the contrary notwithstanding, the Company covenants indebtedness evidenced by the Securities of each series is subordinate and agreesjunior in right of payment to all Senior Indebtedness to the extent provided herein, and each Holder of a SecuritySecurities of each series, by his its acceptance thereof, likewise covenants and agrees, that, agrees to the extent subordination herein provided and in the manner hereinafter set forth in this Article, the Indebtedness represented shall be bound by the Securities provisions hereof. Senior Indebtedness shall continue to be Senior Indebtedness and the payment of the principal of, premium, if any, and interest on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities and the other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article entitled to the prior payment in fullbenefits of these subordination provisions irrespective of any amendment, in cash modification or Cash Equivalents or, as acceptable to the holders waiver of Senior Indebtedness, in any other manner, term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. The Securities shall rank pari passu with, and not be “Senior Indebtedness” with respect to, the indebtedness referred to in clause (including any interest accruing after a) of the occurrence definition of an Event “Senior Indebtedness” set forth in Section 101. Each series of Default under Section 5.1(g) or (h), whether or not such interest is an allowed claim enforceable against the debtor in a case brought under the Bankruptcy Law)Securities shall rank pari passu with each other series. As used in this Indenture and the SecuritiesSection 1301, “paying pari passu” means ranking equally in right of payment upon the Securities”, “happening of any of the events described in the first sentence of the third paragraph of this Section 1301. In the event that the Company shall default in the payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal of (or premium, if any) or interest on any Senior Indebtedness when the Securitiessame becomes due and payable, the Indenture Obligations whether at maturity or other amounts owed at a date fixed for prepayment or by declaration or otherwise, then, upon written notice of such default to the Company under this Indenture and the Securities (other than amounts owing to the Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase pursuant to the provisions of this Indenture or redeem, retire or defease all or any portion of the Securities or to make any deposit, payment or transfer in furtherance of the foregoing. This Article XIII shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders or continue to hold Senior Indebtedness; and such provisions are made for the benefits of by the holders of Senior Indebtedness; Indebtedness or any trustee therefor, unless and until such holders are made obligees hereunder and they or each of them may enforce such provisions. The holders of Senior Notes default shall have the right been cured or waived or shall have ceased to rely upon this Article XIIIexist, and no amendment direct or modification indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the provisions contained herein shall diminish principal of (or premium, if any) or interest on any of the rights Securities, or in respect of such holders unless such holders shall have agreed in writing thereto.any redemption, retirement, purchase or other acquisition of any of the Securities. In the event of

Securities Subordinate to Senior Indebtedness. Anything The Company covenants and agrees that anything in this Indenture or the Securities of any series to the contrary notwithstanding, the Company covenants indebtedness evidenced by the Securities of each series is subordinate and agreesjunior in right of payment to all Senior Indebtedness to the extent provided herein, and each Holder of a SecuritySecurities of each series, by his acceptance thereof, likewise covenants and agrees, that, agrees to the extent subordination herein provided and in the manner hereinafter set forth in this Article, the Indebtedness represented shall be bound by the Securities provisions hereof. Senior Indebtedness shall continue to be Senior Indebtedness and the payment of the principal of, premium, if any, and interest on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities and the other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article entitled to the prior payment in fullbenefits of these subordination provisions irrespective of any amendment, in cash modification or Cash Equivalents or, as acceptable to the holders waiver of Senior Indebtedness, in any other manner, term of the Senior Indebtedness (including any interest accruing after or extension or renewal of the occurrence of an Event of Default under Section 5.1(g) or (h), whether or not such interest is an allowed claim enforceable against Senior Indebtedness. In the debtor event that the Company shall default in a case brought under the Bankruptcy Law). As used in this Indenture and the Securities, “paying the Securities”, “payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or interest on any of the Securities, the Indenture Obligations or in respect of any redemption, retirement, purchase or other amounts owed acquisition of any of the Securities. In the event of: (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company under this Indenture and for the benefit of creditors, or (d) any other marshalling of the assets of the Company, all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than amounts owing 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 Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase pursuant extent provided in these subordination provisions with respect to the provisions indebtedness evidenced by the Securities, to the payment of this Indenture all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or redeemreadjustment), retire which would otherwise (but for these subordination provisions) be payable or defease all or any portion deliverable in respect of the Securities of any series shall be paid or delivered directly to make the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any depositinterest thereon accruing after the commencement of any such proceedings) shall have been paid in full. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities and such other obligations before any payment or transfer other distribution, whether in furtherance cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities and such other obligations. In the event that, notwithstanding the foregoing, any payment or distribution of any character, whether in cash, securities or other property (other than 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 these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), or any security shall be received by the Trustee or any Holder in contravention of any of the terms hereof, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. This Article XIII 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. No present or future holder of any Senior Indebtedness shall constitute a continuing offer be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the Holders of Securities of each series, the obligation of the Company to pay to such Holders the principal of (and premium, if any) and interest on such Securities or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon an Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the Holders. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the Holders of Securities of each series shall be subrogated to all Persons whorights of any holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such series shall have been paid in full, in reliance upon such provisions, become holders or continue to hold Senior Indebtedness; and such provisions are made for payments or distributions received by such Holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the benefits holders of Senior indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness; , on the one hand, and such holders are made obligees hereunder Holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and they or each not on account of them may enforce the Securities of such provisionsseries. The holders provisions of Senior Notes this Section 1301 shall have the right to rely upon this Article XIIInot impair any rights, and no amendment interests, remedies or modification powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions contained herein of this Indenture. The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall diminish not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the rights of such holders unless such holders shall have agreed in writing theretoSecurities or ranking junior to the Securities.

Securities Subordinate to Senior Indebtedness. Anything in this Indenture or the Securities to the contrary notwithstanding, the Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment of the principal of, premium, if any, and interest on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities and the other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in full, in cash or Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of the Senior Indebtedness (including any interest accruing after the occurrence of an Event of Default under Section 5.1(g) or (h), whether or not such interest is an allowed claim enforceable against the debtor in a case brought under the Bankruptcy Law). As used in this Indenture and the Securities, “"paying the Securities”", “"payment of the Securities” " and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal of (or premium, if any) or interest on the Securities, the Indenture Obligations or other amounts owed by the Company under this Indenture and the Securities (other than amounts owing to the Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase pursuant to the provisions of this Indenture or redeem, retire or defease all or any portion of the Securities or to make any deposit, payment or transfer in furtherance of the foregoing. This Article XIII Thirteen shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders or continue to hold Senior Indebtedness; and such provisions are made for the benefits of the holders of Senior Indebtedness; and such holders are made obligees hereunder and they or each of them may enforce such provisions. The holders of Senior Notes shall have the right to rely upon this Article XIII, and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto.

Securities Subordinate to Senior Indebtedness. Anything in this Indenture or the Securities to the contrary notwithstanding, the The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, for the benefit of the holders, from time to time, of Senior Indebtedness that, to the extent and in the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment of the principal of, of (and premium, if any, on) and interest on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities, and all other amounts of any kind whatsoever payable in respect of the Securities, including, without limitation, on account of any purchase or redemption or other acquisition of Securities and or any claim for rescission or damages (collectively, the other Indenture Obligations "Subordinated Obligations"), are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in full, full in cash or Cash Equivalents or, as acceptable to the holders of all Senior Indebtedness; provided, in any other mannerhowever, of the Senior Indebtedness (including any interest accruing after the occurrence of an Event of Default under Section 5.1(g) or (h), whether or not such interest is an allowed claim enforceable against the debtor in a case brought under the Bankruptcy Law). As used in this Indenture and that the Securities, “paying the Securities”, “Indebtedness represented thereby and the payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal of (or and premium, if any, on) or and interest on the SecuritiesSecurities in all respects shall rank pari passu with, the Indenture Obligations or senior in right of payment to, all other amounts owed by existing and future Indebtedness of the Company under this Indenture and the Securities (other than amounts owing that is subordinated to the Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase pursuant to the Senior Indebtedness. The provisions of this Indenture or redeem, retire or defease all or any portion of the Securities or to make any deposit, payment or transfer in furtherance of the foregoing. This Article XIII Fourteen shall constitute a continuing offer to all Persons whothat, in reliance upon such provisions, become holders of, or continue to hold Senior Indebtedness; and such provisions are made for the benefits benefit of the holders of Senior Indebtedness; and such holders are made obligees hereunder Indebtedness and they or each of them may enforce such provisions. The the rights of holders of Senior Notes shall have Indebtedness hereunder, subject to the right to rely upon this Article XIII, terms and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing theretohereof.

Securities Subordinate to Senior Indebtedness. Anything in this Indenture or the Securities to the contrary notwithstanding, the Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment of the principal of, premium, if any, and interest on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities and the other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in full, in cash or Cash Equivalents or, as acceptable to the holders each affected holder of Senior Indebtedness, in any other manner, of the Senior Indebtedness (including any interest accruing after the occurrence of an Event of Default under Section 5.1(g) or (h), whether or not such interest is an allowed claim enforceable against the debtor in a case brought under the Bankruptcy Law). As used in this Indenture and the Securities, “paying the Securities”, “payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal of (or premium, if any) or interest on the Securities, the Indenture Obligations or other amounts owed by the Company under this Indenture and the Securities (other than amounts owing to the Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase pursuant to the provisions of this Indenture or redeem, retire or defease all or any portion of the Securities or to make any deposit, payment or transfer in furtherance of the foregoing. This Article XIII shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders or continue to hold Senior Indebtedness; and such provisions are made for the benefits of the holders of Senior Indebtedness; and such holders are made obligees hereunder and they or each of them may enforce such provisions. The holders of Senior Notes Indebtedness shall have the right to rely upon this Article XIII, and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto.

Securities Subordinate to Senior Indebtedness. Anything The Company covenants and agrees that anything in this Indenture or the Securities of any series to the contrary notwithstanding, the Company covenants indebtedness evidenced by the Securities of each series is subordinate and agreesjunior in right of payment to all Senior Indebtedness to the extent provided herein, and each Holder of a SecuritySecurities of each series, by his acceptance thereof, likewise covenants and agrees, that, agrees to the extent subordination herein provided and in the manner hereinafter set forth in this Article, the Indebtedness represented shall be bound by the Securities provisions hereof. Senior Indebtedness shall continue to be Senior Indebtedness and the payment of the principal of, premium, if any, and interest on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities and the other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article entitled to the prior payment in fullbenefits of these subordination provisions irrespective of any amendment, in cash modification or Cash Equivalents or, as acceptable to the holders waiver of Senior Indebtedness, in any other manner, term of the Senior Indebtedness (including any interest accruing after or extension or renewal of the occurrence of an Event of Default under Section 5.1(g) or (h), whether or not such interest is an allowed claim enforceable against Senior Indebtedness. In the debtor event that the Company shall default in a case brought under the Bankruptcy Law). As used in this Indenture and the Securities, “paying the Securities”, “payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest on any of the Securities, the Indenture Obligations or in respect of any redemption, retirement, purchase or other amounts owed by the Company under this Indenture and the Securities (other than amounts owing to the Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase pursuant to the provisions acquisition of this Indenture or redeem, retire or defease all or any portion of the Securities or by exchange for Capital Securities. In the event of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to make the Company, its creditors or its property, (b) any depositproceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors, or (d) any other marshalling of the assets of the Company, all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or transfer distribution, whether in furtherance cash, securities or other property, shall be made to any Holder of any of the foregoingSecurities on account thereof. This Article XIII Any payment or distribution, whether in cash, securities or other property (other than 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 these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any 71 84 series shall constitute a continuing offer be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Persons whoSenior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full. In the event of any such proceeding, after payment in reliance upon such provisions, become holders or continue full of all sums owing with respect to hold Senior Indebtedness; , the Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities and such other obligations. In the event that, notwithstanding the foregoing, any payment or distribution of any character, whether in cash, securities or other property (other than 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 these subordination provisions are made with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), or any security shall be received by the Trustee or any Holder in contravention of any of the terms hereof, such payment or distribution or security shall be received in trust for the benefits benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness 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. No present or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the Holders of Securities of each series, the obligation of the Company to pay to such Holders the principal of (and premium, if any) and interest on such Securities 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, securities or other property otherwise payable or deliverable to the Holders. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness; and such holders are made obligees hereunder and they or , the Holders of Securities of each series shall be subrogated to all rights of them may enforce such provisions. The any holders of Senior Notes Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such series shall have the right to rely upon this Article XIIIbeen paid in full, and no amendment such payments or modification of the provisions contained herein shall diminish the rights distributions received by such Holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders unless such holders shall have agreed in writing thereto.of Senior

Securities Subordinate to Senior Indebtedness. Anything in this Indenture or the Securities to the contrary notwithstanding, the The Company covenants and agreesagrees that, except to the extent otherwise provided for pursuant to Section 2.02, the indebtedness evidenced by the Securities of each series or Coupons appertaining thereto is subordinate and junior in right of payment to all Senior Indebtedness to the extent provided herein, and each Holder of a SecuritySecurities or Coupons, by his acceptance thereof, likewise covenants and agrees, that, agrees to the extent subordination herein provided and shall be bound by the provisions hereof. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. In the event that the Company shall default in the manner hereinafter set forth payment of any principal of, or premium, if any, or interest on any Senior Indebtedness when the same becomes due and payable after any applicable grace period, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in this Articlecash, the Indebtedness represented property, securities, by the Securities and the payment set-off or otherwise) shall be made or agreed to be made on account of the principal of, or premium, if any, or interest on any of the Securities or related Coupons, or in respect of any redemption, retirement or other acquisition of any of the Securities, except that Securityholders may receive and retain (i) 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 these subordination provisions with respect to the indebtedness evidenced by the Securities or Coupons, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any plan of reorganization or readjustment and (ii) payments made from a defeasance trust created pursuant to Article Eleven. In the event of: (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property; (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings; (c) any assignment by the Company for the benefit of creditors; or (d) any other marshaling of the assets of the Company, all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities or Coupons on account thereof (except as otherwise permitted by the next succeeding sentence). Any payment or distribution, whether in cash, securities or other property (other than (i) 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 these subordination provisions with respect to the indebtedness evidenced by the Securities or Coupons, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any plan of reorganization or readjustment and (ii) payments made from a defeasance trust created pursuant to Article Eleven), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any series or Coupons appertaining thereto shall be paid or delivered directly to the Holders of Senior Indebtedness in accordance with the priorities then existing among such Holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full. In the event that, notwithstanding the foregoing, any payment or distribution of any character on any Security, whether in cash, securities or other property (other than (i) 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 these subordination provisions with respect to the indebtedness evidenced by the Securities or Coupons, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment and (ii) payments made from a defeasance trust created pursuant to Article Eleven), shall be received by the Trustee or any Holder of Securities or Coupons in contravention of any of the terms hereof such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered or transferred to, the Holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such Holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any Holder of Securities to endorse or assign any such payment, distribution or security, each Holder of Senior Indebted ness is hereby irrevocably authorized to endorse or assign the same. No present or future Holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the Holders of Securities of each series, the obligation of the Company to pay such Holders of Securities the principal of and premium, if any, and interest on (including any payment required under any provision such Securities or prevent the Trustee or the Holder of this Indenture Securities from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon the Securitiesoccurrence of a Default hereunder, including Sections 10.12 and 10.13), each and all subject to the rights of the Securities and Holders of the Senior Indebtedness to receive cash, securities or other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article property otherwise payable or deliverable to the prior Holders of Securities or Coupons. Senior Indebtedness shall not be deemed to have been paid in full unless the Holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the Holders of Securities or Coupons shall be subrogated to all rights of any Holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness unless the indebtedness evidenced by the Securities of such series shall have been paid in full, in cash and such payments or Cash Equivalents ordistributions received by such Holders of Securities or Coupons, as acceptable by reason of such subrogation, of cash, securities or other property which otherwise 45 52 would be paid or distributed to the holders Holders of Senior Indebtedness, in any shall, as between the Company and its creditors other mannerthan the Holders of Senior Indebtedness, on the one hand, and such Holders of the Senior Indebtedness (including any interest accruing after the occurrence of an Event of Default under Section 5.1(g) or (h), whether or not such interest is an allowed claim enforceable against the debtor in a case brought under the Bankruptcy Law). As used in this Indenture and the Securities, “paying on the Securities”other hand, “be deemed to be a payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal Senior Indebtedness, and not on account of the Securities of such series. The Trustee and Holders of Securities will take such action (or premiumincluding, if any) or interest on the Securitieswithout limitation, the Indenture Obligations or other amounts owed by the Company under this Indenture and the Securities (other than amounts owing to the Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase pursuant to the provisions delivery of this Indenture to an agent for the Holders of Senior Indebtedness or redeemconsent to the filing of a financing statement with respect thereto) as may, retire or defease all or any portion in the opinion of counsel designated by the Holders of a majority in principal amount of the Securities Senior Indebtedness at the time outstanding, be necessary or appropriate to make any deposit, payment or transfer in furtherance assure the effectiveness of the foregoing. This Article XIII shall constitute a continuing offer to all Persons who, in reliance upon such subordination effected by these provisions, become holders or continue to hold Senior Indebtedness; and such provisions are made for the benefits of the holders of Senior Indebtedness; and such holders are made obligees hereunder and they or each of them may enforce such provisions. The holders of Senior Notes shall have the right to rely upon this Article XIII, and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto.

Securities Subordinate to Senior Indebtedness. Anything in this Indenture or the Securities to the contrary notwithstanding, the (a) The --------------------------------------------- Company covenants and agrees, and each Holder of a SecurityHolder, by his its acceptance thereof, likewise covenants and agrees, for the benefit of the Holders, from time to time, of Senior Indebtedness that, to the extent and in the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment of the principal of, premiumof (and premium and liquidated damages, if any, ) and interest on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities and the other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in full, full in cash or Cash Equivalents or, as acceptable to the holders of all Senior Indebtedness, in any other manner, whether outstanding on the date of the Senior Indebtedness (including any interest accruing after the occurrence of an Event of Default under Section 5.1(g) or (h), whether or not such interest is an allowed claim enforceable against the debtor in a case brought under the Bankruptcy Law). As used in this Indenture and or thereafter Incurred; provided, however, that the Securities, “paying -------- ------- the Securities”, “Indebtedness represented thereby and the payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal of (or premiumand premium and liquidated damages, if any) or and interest on the SecuritiesSecurities in all respects shall rank pari passu with, or prior to, all existing and future ---- ----- unsecured indebtedness (including, without limitation, Indebtedness) of the Company that is subordinated to Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the ---- ----- Company, including the Discount Notes, and only Indebtedness of the Company that is Senior Indebtedness of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. For purposes of this Article 10, the Indenture Obligations or other amounts owed Indebtedness evidenced by the Company under this Indenture and Securities shall be deemed to include the Securities (other than amounts owing to the Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase liquidated damages payable pursuant to the provisions set forth in the Securities and the Registration Agreement. All provisions of this Indenture or redeemArticle 10 shall be subject to Section 10.16. (b) Each Guarantor agrees, retire or defease and each Securityholder by accepting a Security agrees, that the obligations of a Guarantor hereunder are subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full of all or any portion existing and future Senior Indebtedness of such Guarantor and that the Securities or to make any deposit, payment or transfer in furtherance of the foregoing. This Article XIII shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders or continue to hold Senior Indebtedness; and such provisions are made subordination is for the benefits benefit of and enforceable by the holders of such Senior IndebtednessIndebtedness of such Guarantor. The obligations hereunder with respect to a Guarantor shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of such Guarantor, ---- ----- including the guarantees in respect of the Discount Notes, and shall rank senior to all existing and future Subordinated Indebtedness of such Guarantor; and only Indebtedness of such holders are made obligees hereunder and they or each Guarantor that is Senior Indebtedness of them may enforce such provisions. The holders Guarantor shall rank senior to the obligations of Senior Notes shall have the right to rely upon this Article XIII, and no amendment or modification of such Guarantor in accordance with the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing theretoset forth herein.

Securities Subordinate to Senior Indebtedness. Anything in this Indenture or the Securities to the contrary notwithstanding, the The Company covenants and agreesagrees that the indebtedness evidenced by each series of Securities is subordinate and junior in right of payment to all Senior Indebtedness to the extent provided in this Article XIV or as further provided in an indenture supplemental hereto or a Board Resolution with respect to a series of Securities adopted pursuant to Section 2.01 hereof, and each Holder holder of a SecuritySecurities of each series, by his acceptance thereof, likewise covenants and agrees, that, agrees to such subordination and shall be bound by the provisions thereof. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the extent and in the manner hereinafter set forth in this Articlebenefits of these subordination provisions irrespective of any amendment, the Indebtedness represented by the Securities and the payment modification or waiver of the principal of, premium, if any, and interest on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities and the other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in full, in cash or Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, term of the Senior Indebtedness (including any interest accruing after or extension or renewal of the occurrence of an Event of Default under Section 5.1(g) or (h), whether or not such interest is an allowed claim enforceable against Senior Indebtedness. In the debtor event that the Company shall default in a case brought under the Bankruptcy Law). As used in this Indenture and the Securities, “paying the Securities”, “payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee or representative thereof, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or interest on any of the Securities, the Indenture Obligations or in respect of any redemption, retirement, purchase or other amounts owed acquisition of any of the Securities. In the event of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company under this Indenture and for the benefit of creditors, or (d) any other marshalling of the assets of the Company, all Senior Indebtedness shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than amounts owing 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 Trustee pursuant extent provided in the subordination provisions applicable to Section 6.7 hereof) or to acquire or repurchase pursuant a series of the Securities, to the provisions payment of this Indenture all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or redeemreadjustment), retire which would otherwise (but for the applicable subordination provisions) be payable or defease all or any portion deliverable in respect of the Securities of any series shall be paid or delivered directly to make the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full. In the event that, notwithstanding the foregoing, any deposit, payment or transfer distribution of any character or any security, whether in furtherance cash, securities or other property (other than securities of the foregoingCompany 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 the subordination provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any holder in contravention of any of the terms hereof, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. This Article XIII 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. No present or future holder of any Senior Indebtedness shall constitute a continuing offer be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the holders of Securities of each series, the obligation of the Company to pay to such holders the principal of (and premium, if any) and interest on such Securities or prevent the Trustee or the holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon an Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the holders. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the holders of Securities of each series shall be subrogated to all Persons whorights of any holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such series shall have been paid in full, in reliance upon such provisions, become holders or continue to hold Senior Indebtedness; and such provisions are made for the benefits payments or distributions received by such holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness; , shall, as between the Company and such holders are made obligees hereunder and they or each of them may enforce such provisions. The its creditors other than the holders of Senior Notes shall have Indebtedness, on the right to rely upon this Article XIIIone hand, and no amendment or modification 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 provisions contained herein shall diminish the rights Securities of such series. The Trustee and holders unless will take such action (including, without limitation, the delivery of this Indenture, an indenture supplemental hereto or Board Resolution containing subordination provisions applicable to a series of the Securities to an agent for the holders shall have agreed of Senior Indebtedness or consent to the filing of a financing statement with respect thereto) as may, in writing theretothe opinion of counsel designated by the holders of a majority in principal amount of the Senior Indebtedness at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination of the Securities.

Securities Subordinate to Senior Indebtedness. Anything in this Indenture or the Securities to the contrary notwithstandingThe Company, the Company for itself, its successors and assigns, covenants and agrees, and each Holder of a Securitythe Debt Securities of each series, by his its acceptance thereof, likewise covenants and agrees, thatthat the payment of the principal of and premium, if any, and interest (including Additional Interest), if any, on each and all of the Debt Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth in this Article, in right of payment to the Indebtedness represented by the Securities and the prior payment in full of all Senior Indebtedness. Each Holder of the Debt Securities of each series, by its acceptance thereof, authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article, and appoints the Trustee its attorney-in-fact for any and all such purposes. Without limiting the generality of the foregoing, nothing contained in this Article shall restrict the right of the Trustee or the Holders of Debt Securities to take any action to declare the Debt Securities to be due and payable prior to their stated maturity pursuant to Section 802 or to pursue any rights or remedies hereunder; provided, however, that all Senior Indebtedness then due and payable shall first be paid in full before the Holders of the Debt Securities or the Trustee are entitled to receive any direct or indirect payment from the Company of principal of, or premium, if any, and or interest on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities and the other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in full, in cash or Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of the Senior Indebtedness (including any interest accruing after the occurrence of an Event of Default under Section 5.1(gAdditional Interest) or (h), whether or not such interest is an allowed claim enforceable against the debtor in a case brought under the Bankruptcy Law). As used in this Indenture and the Securities, “paying the Securities”, “payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal of (or premium, if any) or interest on the Debt Securities, the Indenture Obligations or other amounts owed by the Company under this Indenture and the Securities (other than amounts owing to the Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase pursuant to the provisions of this Indenture or redeem, retire or defease all or any portion of the Securities or to make any deposit, payment or transfer in furtherance of the foregoing. This Article XIII shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders or continue to hold Senior Indebtedness; and such provisions are made for the benefits of the holders of Senior Indebtedness; and such holders are made obligees hereunder and they or each of them may enforce such provisions. The holders of Senior Notes shall have the right to rely upon this Article XIII, and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto.

Securities Subordinate to Senior Indebtedness. Anything in this Indenture or the Securities to the contrary notwithstandingThe Company, the Company for itself, its successors and assigns, covenants and agrees, and each Holder of a Securitythe Debt Securities of each series, by his its acceptance thereof, likewise covenants and agrees, thatthat the payment of the principal of and premium, if any, and interest, if any, on each 72 79 and all of the Debt Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth in this Article, in right of payment to the Indebtedness represented by the Securities and the prior payment in full of all Senior Indebtedness. Each Holder of the Debt Securities of each series, by its acceptance thereof, authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article, and appoints the Trustee its attorney-in-fact for any and all such purposes. Without limiting the generality of the foregoing, nothing contained in this Article shall restrict the right of the Trustee or the Holders of Debt Securities to take any action to declare the Debt Securities to be due and payable prior to their stated maturity pursuant to Section 802 or to pursue any rights or remedies hereunder; provided, however, that all Senior Indebtedness then due and payable shall first be paid in full before the Holders of the Debt Securities or the Trustee are entitled to receive any direct or indirect payment from the Company of principal of, or premium, if any, and interest on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities and the other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in full, in cash or Cash Equivalents or, as acceptable to the holders of Senior Indebtedness, in any other manner, of the Senior Indebtedness (including any interest accruing after the occurrence of an Event of Default under Section 5.1(g) or (h), whether or not such interest is an allowed claim enforceable against the debtor in a case brought under the Bankruptcy Law). As used in this Indenture and the Securities, “paying the Securities”, “payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal of (or premium, if any) or interest on the Debt Securities, the Indenture Obligations or other amounts owed by the Company under this Indenture and the Securities (other than amounts owing to the Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase pursuant to the provisions of this Indenture or redeem, retire or defease all or any portion of the Securities or to make any deposit, payment or transfer in furtherance of the foregoing. This Article XIII shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders or continue to hold Senior Indebtedness; and such provisions are made for the benefits of the holders of Senior Indebtedness; and such holders are made obligees hereunder and they or each of them may enforce such provisions. The holders of Senior Notes shall have the right to rely upon this Article XIII, and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto.

Securities Subordinate to Senior Indebtedness. Anything in this Indenture or the Securities to the contrary notwithstandingThe Company, the Company for itself, its successors and assigns, covenants and agrees, and each Holder of a Securitythe Securities of each series, by his its acceptance thereof, likewise covenants and agrees, thatthat the payment of the principal of and premium, if any, and interest, if any, and Additional Amounts, if any, on each and all of the Securities is hereby expressly subordinated and junior, to the extent and in the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment of the principal of, premium, if any, and interest on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities and the other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article to the prior payment in fullfull of all Senior Indebtedness. The subordination provisions set forth in this Article 15 are continuing, and shall remain in full force and effect until the payment in full of all Senior Indebtedness outstanding. Each Holder of the Securities of each series, by its acceptance thereof, authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article, and appoints the Trustee its attorney-in-fact for any and all such purposes. So long as the Company has Senior Indebtedness outstanding and to the extent permitted by the Trust Indenture Act and other applicable law, each Holder of the Securities of each series, by its acceptance thereof, and the Trustee (on behalf of all Holders) and the Company agree (for the benefit of the Company's Senior Creditors) that all amounts owing under the Securities are subordinated to the Senior Indebtedness as follows: (a) if an event of a nature specified in or contemplated by clauses (d) through (o) of Section 801 hereof (any such event, a "Bankruptcy Event") occurs, then the Securities of each series shall become due and payable immediately and the Holders and the Trustee shall act in conformity with the provisions of any Senior Indebtedness then outstanding, including, but not limited to, appointing any trustee or other person acting on behalf of such Senior Indebtedness as such Holder's attorney-in-fact to file, process, or otherwise deal with any claims to be filed in any proceeding in connection with such Bankruptcy Event, all in accordance with the terms of such Senior Indebtedness; provided, however, that nothing contained in this Section 1501 shall prevent such Holder from otherwise filing, prosecuting and defending a proof of claim or similar filing in connection with such proceeding on or after a date (a "Claim Filing Date") if, and only if, (i) the trustee or other person acting on behalf of such Senior Indebtedness in connection with such proceeding has failed to file such proof of claim on behalf of the Holder by such Claim Filing Date, and (ii) a final deadline for filing such proof of claim will occur within 10 business days following such Claim Filing Date; (b) the Holders and the Trustee agree, except as permitted by the terms of any Senior Indebtedness then outstanding or with the prior written consent of the trustee or other person acting on behalf of such Senior Indebtedness or, following the occurrence of an event of default under the Senior Indebtedness, as directed by the trustee or other person acting on behalf of such Senior Indebtedness, not to vote for the winding up of the Company, apply to any court to wind up the Company, or requisition a meeting to consider (i) a resolution for winding up the Company, (ii) a scheme of arrangement for the Company, or (iii) a resolution for the appointment of an administrator to the Company; (c) the Holders and the Trustee agree not to set off the debt represented by any Securities against any Indebtedness owing to the Company; (d) the Holders and the Trustee agree not to accept the benefit of any guarantee in respect of the Securities except as allowed by the terms of the Senior Indebtedness then outstanding; (e) the Holders and the Trustee agree not to suffer to exist or take any security interest to secure payment of the Securities except as allowed by the terms of the Senior Indebtedness then outstanding; and (f) the Holders and the Trustee agree not to amend or vary the Securities or this Indenture if such variation or amendment would result in the Securities ceasing to be subordinated to the Senior Indebtedness on the terms set forth in this Article 15; provided, however, that nothing in this Section 1501 or in Article ----------------- Fifteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 907 hereof. In the event that, in cash or Cash Equivalents ora proceeding in connection with a Bankruptcy Event, as acceptable any amount due and owing on the Securities is set off against amounts owing to the Company by a Holder of the Securities, then such Holder hereby agrees to indemnify the holders of Senior Indebtedness, up to the amount of such set off,against any amount the holders of such Senior Indebtedness are unable to recover on such Senior Indebtedness in any other mannersuch proceeding directly as a result of such set off. In furtherance of clause (a) above, the Trustee and the Holders of the Securities hereby appoint the Senior Indebtedness Debt Trustee as their attorney-in-fact to do anything the Trustee or such Holder may lawfully do to exercise a right of proof of claim following a Bankruptcy Event (including including, without limitation, executing drawdown notices, repayment notices, executing deeds and instituting, conducting and defending legal proceedings and receiving any interest accruing after the occurrence dividend arising out of an Event of Default under Section 5.1(g) or (hsuch right); provided, whether or not however, that no attorney-in-fact acting in such interest is an allowed claim enforceable against the debtor in a case brought under the Bankruptcy Law). As used in this Indenture and the Securities, “paying the Securities”, “payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or capacity on behalf of the Company on account Holders of principal Securities may waive or compromise the Company's obligations with respect to the Securities or any amounts due thereon. The Senior Debt Trustee, acting as such attorney-in-fact, may delegate its powers to any person for any period and may revoke a delegation and may exercise or concur in exercising its powers even if the attorney-in-fact has a conflict of duty in exercising its powers or has a direct or personal interest in the means or result of that exercise of powers. Except as otherwise contemplated in clause (or premium, if anya) or interest on the Securitiesabove, the Indenture Obligations Trustee or other amounts owed by the Company under this Indenture and the Securities (other than amounts owing to the Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase pursuant to the provisions of this Indenture or redeem, retire or defease all or any portion Holders of the Securities or to make may not exercise any deposit, payment or transfer such right of proof of claim in furtherance any such proceeding in connection with such Bankruptcy Event independently of the foregoingpower-of-attorney granted hereby. This Article XIII shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders or continue to hold Senior Indebtedness; and such provisions are made for the benefits The subordination of the holders of Senior Indebtedness; and such holders are made obligees hereunder and they or each of them may enforce such provisions. The holders of Senior Notes shall have the right Securities is intended to rely upon this Article XIII, and no amendment or modification operate as a "debt subordination" (as defined in section 563C(2) of the provisions contained herein shall diminish Corporations Law of Victoria, Australia) by the rights Trustee (on behalf of such holders unless such holders shall have agreed all Holders) and be treated as subordinated debt even in writing theretocase of the bankruptcy or liquidation of the Company or the General Partner.

Securities Subordinate to Senior Indebtedness. Anything in this Indenture or the Securities to the contrary notwithstanding, the The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this ArticleArticle 10, the Indebtedness represented by the Securities and the payment of the principal ofprincipal, premium, premium (if any), Equity Offering Redemption Price, Redemption Price, Change of Control Offer Price, Net Proceeds Offer Price or interest (if any), and interest any other payments required hereunder, on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities and the other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article 10 to the prior payment in full, in cash full of all Senior Indebtedness including any payment of any Senior Indebtedness that is rescinded or Cash Equivalents or, as acceptable to the holders must otherwise be returned by any holder of Senior IndebtednessIndebtedness upon the insolvency, in any other manner, bankruptcy or reorganization of the Senior Indebtedness (including any interest accruing after the occurrence of an Event of Default under Section 5.1(g) or (h)Company, whether or all as though such payment had not such interest is an allowed claim enforceable against the debtor in a case brought under the Bankruptcy Law). As used in this Indenture and the Securitiesbeen made; provided, “paying the Securities”however, “payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal of (or premium, if any) or interest on that the Securities, the Indenture Obligations or other amounts owed by the Company under this Indenture Indebtedness represented thereby and the Securities payment of the principal, premium (if any), Equity Offering Redemption Price, Redemption Price, Change of Control Offer Price, Net Proceeds Offer Price or interest (if any), and any other than amounts owing to the Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase pursuant to the provisions of this Indenture or redeem, retire or defease payments required hereunder on each and all or any portion of the Securities in all respects shall rank equally with, or to make any depositprior to, payment or transfer in furtherance all existing and future indebtedness (including, without limitation, Indebtedness) of the foregoingCompany that is subordinated to Senior Indebtedness. This Article XIII 10 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold Senior Indebtedness; and such provisions are made for the benefits benefit of the holders of Senior Indebtedness; and such holders are made obligees hereunder and they or each of them may enforce such provisions. The holders of Senior Notes shall have the right to rely upon this Article XIII, and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto.

Securities Subordinate to Senior Indebtedness. Anything The Company covenants and agrees that anything in this Indenture or the Securities of any series to the contrary notwithstanding, the Company covenants indebtedness evidenced by the Securities of each series is subordinate and agreesjunior in right of payment to all Senior Indebtedness to the extent provided herein, and each Holder of a SecuritySecurities of each series, by his acceptance thereof, likewise covenants and agrees, that, agrees to the extent subordination herein provided and in the manner hereinafter set forth in this Article, the Indebtedness represented shall be bound by the Securities provisions hereof. Senior Indebtedness shall continue to be Senior Indebtedness and the payment of the principal of, premium, if any, and interest on (including any payment required under any provision of this Indenture and the Securities, including Sections 10.12 and 10.13), each and all of the Securities and the other Indenture Obligations are hereby expressly made subordinate and subject in right of payment as provided in this Article entitled to the prior payment in fullbenefits of these subordination provisions irrespective of any amendment, in cash modification or Cash Equivalents or, as acceptable to the holders waiver of Senior Indebtedness, in any other manner, term of the Senior Indebtedness (including any interest accruing after or extension or renewal of the occurrence of an Event of Default under Section 5.1(g) or (h), whether or not such interest is an allowed claim enforceable against Senior Indebtedness. In the debtor event that the Company shall default in a case brought under the Bankruptcy Law). As used in this Indenture and the Securities, “paying the Securities”, “payment of the Securities” and similar phrases mean any direct or indirect payment or distribution by or on behalf of the Company on account of principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee therefore, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest on any of the Securities, the Indenture Obligations or in respect of any redemption, retirement, purchase or other amounts owed acquisition of any of the Securities. In the event of: (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company under this Indenture and for the benefit of creditors, or (d) any other marshalling of the assets of the Company, all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than amounts owing 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 Trustee pursuant to Section 6.7 hereof) or to acquire or repurchase pursuant extent provided in these subordination provisions with respect to the provisions indebtedness evidenced by the Securities, to the payment of this Indenture all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or redeemreadjustment), retire which would otherwise (but for these subordination provisions) be payable or defease all or any portion deliverable in respect of the Securities of any series shall be paid or delivered directly to make the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any depositinterest thereon accruing after the commencement of any such proceedings) shall have been paid in full. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities and such other obligations before any payment or transfer other distribution, whether in furtherance cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities and such other obligations. In the event that, notwithstanding the foregoing, any payment or distribution of any character, whether in cash, securities or other property (other than 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 these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), or any security shall be received by the Trustee or any Holder in contravention of any of the terms hereof, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holder for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. This Article XIII 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. No present or future holder of any Senior Indebtedness shall constitute a continuing offer be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the Holders of Securities of each series, the obligation of the Company to pay to such Holders the principal of (and premium, if any) and interest on such Securities or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon an Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the Holders. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the Holders of Securities of each series shall be subrogated to all Persons whorights of any holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such series shall have been paid in full, in reliance upon such provisions, become holders or continue to hold Senior Indebtedness; and such provisions are made for the benefits payments or distributions received by such Holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness; , shall, as between the Company and such holders are made obligees hereunder and they or each of them may enforce such provisions. The its creditors other than the holders of Senior Notes shall have Indebtedness, on the right to rely upon this Article XIIIone hand, and no amendment or modification 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 provisions contained herein shall diminish the rights Securities of such holders unless series. The provisions of this Section 1401 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. The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed to prevent such holders shall have agreed in writing theretoobligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities.