Common use of Securities Subordinated to Senior Indebtedness Clause in Contracts

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of Securities, the Corporation covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities of any series and the payment of the principal of and any premium or interest on each and all of the Securities of each series is subordinate, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. 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 (a) of any payment by, or distribution of assets of, the Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of Securities, the Corporation covenants and agrees, The Company and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, agree that the indebtedness represented by the Securities of any series and (a) the payment of the principal of of, premium (if any) and interest on and any premium or interest on Additional Amounts with respect to each and all the Securities and (b) any other payment in respect of the Securities, including on account of the acquisition or redemption of Securities of each series by the Company, is subordinatesubordinated, to the extent and in the manner hereinafter set forthprovided in such Security or in the supplemental indenture pursuant to which such Security is issued, in right of payment to the prior payment in full of all Senior IndebtednessIndebtedness specified in such Security or in such supplemental indenture. Senior Indebtedness Such subordination provisions shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to be hold, any of such Senior Indebtedness, and such provisions are made for the benefit of the holders of such Senior Indebtedness and entitled to the benefits any one or more 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 Indebtednessthem may enforce such provisions. In the event (a) of any payment by, or distribution of assets of, that the Corporation of any kind or character, whether Company shall default in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principalany principal of (or premium, if any) or interest or any other monetary amounts due and payable on any Senior Indebtedness of the Company 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 shall have continued beyond to the period of grace, if any, specified in Company by the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the any trustee or trustees under any indenture pursuant to which any therefor, unless and until such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness default shall have been accelerated because 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 a default the principal of or interest on any of the Securities, or in respect of such Senior Indebtedness (and any redemption, retirement, purchase or other acquisition of any of the Trustee shall have received written notice thereof from Securities. In the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:event of

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated The Company, for itself and its successors, and each Holder, by Section 301 for any series his or her acceptance of Securities, the Corporation covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, agrees that the indebtedness represented by the Securities of any series and the payment of the principal of Principal of, premium, if any, and any premium or interest on each and all of the Securities of each series is subordinatesubordinated, to the extent and in the manner hereinafter set forthprovided in this Article 10, in to the right of payment to the prior payment in full to all present and future Senior Indebtedness, and that these subordination provisions are for the benefit of all the holders of Senior Indebtedness. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to The provisions of this Article 10 are for the benefits benefit of these subordination provisions irrespective of any amendment, modification or waiver of any term the holders of the Senior Indebtedness or extension or renewal from time to time (and their successors and assigns) and shall be enforceable directly by them and their respective Representatives directly against the Company, the Trustee and the Holders (and their successors and assigns). The provisions of this Article 10 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 IndebtednessIndebtedness 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 Securities), each of which holders shall be deemed for the purposes hereof to have acquired Senior Indebtedness in reliance upon the provisions of this Article 10. In The provision of this Article 10 shall survive the event (a) commencement of any payment by, reorganization or distribution of assets of, other proceedings with respect to the Corporation Company or any other Person and the discharge of any kind or character, whether claim in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or connection with such reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject including, without limitation, the discharge of any Senior Indebtedness. The holders of the Senior Indebtedness and their respective representatives are hereby authorized to demand specific performance of the provisions of Section 1402 that (i) a default this Article 10 at any time when the Company or any Holder shall have occurred failed to comply with any provision of this Article 10 applicable to it, and the Company and each Holder hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be continuing with respect asserted as a bar to the payment remedy of principal, interest or specific performance hereof in any other monetary amounts due and payable on any action brought therefor by the holders of the Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:respective representatives.

Securities Subordinated to Senior Indebtedness. Except With respect to the Securities to be issued under the Indenture on or after the date of this Fifth Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Fifth Supplemental Subordinated Indenture, Section 13.01 of the Indenture, which reads as follows, shall be deleted in its entirety: “The Securities (including any Coupons relating thereto) constitute the direct and unconditional obligations of the Issuer and are subordinated to the Priority Claims. The obligations of the Issuer under the Securities shall rank without preference or priority among themselves. The obligations of the Issuer under the terms of the Securities, whether on account of principal, interest or otherwise, are subordinated to the Priority Claims of the Issuer and will rank junior to the claims of the holders of all Priority Claims of the Issuer in the event of any Resolution Measure imposed on the Issuer or in the event of bankruptcy or insolvency (Insolvenzverfahren), suspension of payments, dissolution, liquidation (Liquidation) or winding up of the Issuer, but will rank at least pari passu with the claims of the holders of all other subordinated indebtedness (it being understood that no Priority Claims constitute subordinated obligations) of the Issuer, except as otherwise specified as contemplated provided by Section 301 for applicable law or the terms of any series of Securities, the Corporation covenants and agreessuch other indebtedness, and each Holder in particular, they shall rank in priority to the claims of a Securitythe holders of any subordinated indebtedness of the Issuer that by its express terms is stated to rank junior to the Securities. In the event of any Resolution Measure imposed on the Issuer or in the event of bankruptcy or insolvency, by his acceptance thereofsuspension of payments, likewise covenants and agreesdissolution, that liquidation or winding up of the indebtedness represented by Issuer, no amounts will be payable under the Securities until the claims of any series and all creditors of Priority Claims have been satisfied in full. As used in this Section 5.01, Resolution Measure shall have the payment of the principal of and any premium or interest on each and all of the Securities of each series is subordinate, to the extent and meaning set forth in the manner hereinafter set forthThird Supplemental Subordinated Indenture dated December 1, in right 2017. For the avoidance of payment to the prior payment in full of all Senior Indebtedness. doubt, Senior Indebtedness shall continue to be Senior Indebtedness constitute Priority Claims. The Securities are subordinated to, and entitled to the benefits of these subordination provisions irrespective of any amendmentshall rank junior to, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. In the event (a) of any payment byResolution Measure imposed on the Issuer or in the event of bankruptcy or insolvency, or distribution suspension of assets ofpayments, the Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization winding up of the CorporationIssuer, no amounts will be payable under the Securities until the claims of all creditors of Senior Indebtedness have been satisfied in full.” and shall be replaced with the following: “The Securities (including any Coupons relating thereto) constitute the direct and unconditional obligations of the Issuer and are subordinated to the Priority Claims. The obligations of the Issuer under the Securities shall rank without preference or priority among themselves. The obligations of the Issuer under the terms of the Securities, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment on account of principal, interest or otherwise, are subordinated to the Priority Claims of the Issuer and will rank junior to the claims of the holders of all Priority Claims of the Issuer in the event any Resolution Measures are imposed on the Issuer or in the event of bankruptcy or insolvency (Insolvenzverfahren), suspension of payments, dissolution, liquidation (Liquidation) or winding up of the Issuer, but will rank at least pari passu with the claims of the holders of all other monetary subordinated indebtedness that from time to time constitutes own funds within the meaning of the CRR (it being understood that no Priority Claims constitute such subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of any such other indebtedness, and in particular, they shall rank in priority to the claims of the holders of any subordinated indebtedness of the Issuer that by its express terms is stated to rank junior to the Securities, except as otherwise provided by applicable law. In the event any Resolution Measures are imposed on the Issuer or in the event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts due and will be payable on any under the Securities until the claims of all creditors of Priority Claims have been satisfied in full. As used in this Section 13.01, Resolution Measure shall have the meaning set forth in the Third Supplemental Subordinated Indenture dated December 1, 2017. For the avoidance of doubt, Senior Indebtedness shall constitute Priority Claims. The Securities are subordinated to, and such default shall have continued beyond rank junior to, Senior Indebtedness. In the period of grace, if any, specified event any Resolution Measures are imposed on the Issuer or in the instrument evidencing such Senior Indebtedness (and event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of the Trustee shall have received written notice thereof from Issuer, no amounts will be payable under the Corporation or one or more holders Securities until the claims of all creditors of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default satisfied in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:full.”

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated The Company, for itself and its successors, and each Holder, by Section 301 for any series his or her acceptance of Securities, the Corporation covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, agrees that the indebtedness represented by the Securities of any series and the payment of the principal Principal of and any premium or interest on each and all of the Securities of each series is subordinatesubordinated, to the extent and in the manner hereinafter set forthprovided in this Article 11, in to the right of payment to the prior payment in full to all present and future Senior Indebtedness, and that these subordination provisions are for the benefit of all the holders of Senior Indebtedness. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to The provisions of this Article 11 are for the benefits benefit of these subordination provisions irrespective of any amendment, modification or waiver of any term the holders of the Senior Indebtedness or extension or renewal from time to time (and their successors and assigns) and shall be enforceable directly by them and their respective representatives directly against the Company, the Trustee and the Holders (and their successors and assigns). The provisions of this Article 11 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 IndebtednessIndebtedness 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 Securities), each of which holders shall be deemed for the purposes hereof to have acquired Senior Indebtedness in reliance upon the provisions of this Article 11. In The provision of this Article 11 shall survive the event (a) commencement of any payment by, reorganization or distribution of assets of, other proceedings with respect to the Corporation Company or any other Person and the discharge of any kind or character, whether claim in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or connection with such reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject including, without limitation, the discharge of any Senior Indebtedness. The holders of the Senior Indebtedness and their respective representatives are hereby authorized to demand specific performance of the provisions of Section 1402 that (i) a default this Article 11 at any time when the Company or any Holder shall have occurred failed to comply with any provision of this Article 11 applicable to it, and the Company and each Holder hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be continuing with respect asserted as a bar to the payment remedy of principal, interest or specific performance hereof in any other monetary amounts due and payable on any action brought therefor by the holders of the Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:respective representatives.

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of SecuritiesThe Company covenants and agrees that anything in this Indenture to the contrary notwithstanding, the Corporation 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 or, if so provided in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, as and to the extent provided by the terms of the Securities of such series, and each Holder of a SecuritySecurities of each series, by his acceptance thereof, likewise covenants and agrees, that agrees to the indebtedness represented subordination herein or therein provided and shall be bound by the provisions hereof or thereof. This Article Sixteen 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 benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions. No payment may be made by the Company on account of the principal of or any premium or interest on the Securities, or to acquire any of the Securities (including repurchases of Securities at the option of the Holders) for cash or property (other than Junior Securities), or on account of any series and the payment redemption provisions of the Securities, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of and any premium and interest on such Senior Indebtedness are first paid in full (or such payment is duly provided for) or (ii) in the event of default in the payment of any principal of or any premium or interest on each any Senior Indebtedness when it becomes due and all payable, whether at stated maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) written notice of such event of default given to the Company and the Trustee by the holders of at least 25% in aggregate principal amount outstanding of such Senior Indebtedness or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set off or otherwise) may be made by or on behalf of the Company on account of the principal of or any premium or interest on the Securities, or to acquire or repurchase any of the Securities for cash or property, or on account of each series is subordinate, to any redemption provisions of the extent and in the manner hereinafter set forthSecurities, in right any such case other than payments made with Junior Securities of payment to the prior payment in full of all Senior IndebtednessCompany. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to Notwithstanding the benefits of these subordination provisions irrespective of any amendmentforegoing, modification or waiver of any term of unless (i) the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period"), and (ii) such declaration has not been rescinded or extension or renewal waived, at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days and (ii) no event of default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness. In ) shall be made the event (a) basis for the commencement of any payment by, or other Payment Blockage Period. Upon any distribution of assets of, of the Corporation of any kind or character, whether in cash, property or securities, to creditors Company upon any dissolution, winding-up, liquidation or reorganization of the CorporationCompany, whether voluntary or involuntary or of involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshaling of assets or liabilities: (i) the holders of all Senior Indebtedness shall first be entitled to receive payments in full (or have such payment duly provided for) before the Holders are entitled to receive any payment on account of the principal of or any premium or interest on the Securities (other proceedingsthan Junior Securities); and (ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (b) subject other than Junior Securities), to which the Holders or the Trustee on behalf of the Holders would be entitled (by set off or otherwise), except for the provisions of Section 1402 that (i) this Article Sixteen, shall be paid by the liquidating trustee or agent or other Person making such a default shall have occurred and be continuing with respect payment or distribution directly to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or representatives distribution to the holders of such Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section 1601, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the provisions of this Section 1601, then such payment or distribution (subject to the provisions of Section 1603 shall be received and held in trust by the Trustee or such Holders for the benefit of the holders of Senior Indebtedness, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of Senior Indebtedness remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued), or (ii) ratably according to the maturity aggregate amounts remaining unpaid on account of any the Senior Indebtedness shall have been accelerated because held or represented by each, for application to the payment of a default all Senior Indebtedness remaining unpaid to the extent necessary to pay or to provide for the payment of all such Senior Indebtedness in respect full after giving effect to any concurrent payment and distribution to the holders of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:Indebtedness.

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of SecuritiesThe Company covenants and agrees that anything in this Indenture to the contrary notwithstanding, the Corporation 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 or, if so provided in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in SECTIONS 2.01 and 3.01 by or pursuant to which the form and terms of the Securities of such series were established, as and to the extent provided by the terms of the Securities of such series, and each Holder of a SecuritySecurities of each series, by his acceptance thereof, likewise covenants and agrees, that agrees to the indebtedness represented subordination herein or therein provided and shall be bound by the provisions hereof or thereof. This ARTICLE FIFTEEN 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 benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions. No payment may be made by the Company on account of the principal of or any premium or interest on the Securities, or to acquire any of the Securities (including repurchases of Securities at the option of the Holders) for cash or property (other than Junior Securities), or on account of any series and the payment redemption provisions of the Securities, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of and any premium and interest on such Senior Indebtedness are first paid in full (or such payment is duly provided for) or (ii) in the event of a default in the payment of any principal of or any premium or interest on each any Senior Indebtedness when it becomes due and all payable, whether at stated maturity or at a date fixed for prepayment or by declaration or otherwise (a "PAYMENT DEFAULT"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness or their representative immediately to accelerate its maturity, and (ii) written notice of such event of default given to the Company and the Trustee by the holders of at least 33% in aggregate principal amount outstanding of such Senior Indebtedness or their representative (a "PAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set off or otherwise) may be made by or on behalf of the Company on account of the principal of or any premium or interest on the Securities, or to acquire or repurchase any of the Securities for cash or property, or on account of each series any redemption provisions of the Securities, in any such case other than payments made with Junior Securities of the Company. Notwithstanding the foregoing, unless (i) the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is subordinatedelivered as set forth above (the "PAYMENT BLOCKAGE PERIOD"), and (ii) such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the extent Holders of the Securities during the Payment Blockage Period due to the foregoing prohibitions and in to resume all other payments as and when due on the manner hereinafter set forthSecurities. Any number of Payment Notices may be given; PROVIDED, HOWEVER, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no event of default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not 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. Upon any distribution of assets of the Company upon any dissolution, winding-up, liquidation or reorganization, whether voluntary of involuntary, in right bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of payment to creditors or any marshaling of assets or liabilities: (i) the prior payment in full holders of all Senior Indebtedness. Senior Indebtedness shall continue to first be Senior Indebtedness and entitled to receive payments in full (or have such payment duly provided for) before the benefits of these subordination provisions irrespective of Holders are entitled to receive any amendment, modification or waiver of any term payment on account of the Senior Indebtedness principal of or extension any premium or renewal of interest on the Senior Indebtedness. In the event Securities (aother than Junior Securities); and (ii) of any payment by, or distribution of assets of, of the Corporation Company of any kind or character, whether in cash, property or securitiessecurities (other than Junior Securities), to creditors upon any dissolution, winding-up, liquidation which the Holders or reorganization the Trustee on behalf of the CorporationHolders would be entitled (by set off or otherwise), whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to except for the provisions of Section 1402 that (i) this ARTICLE FIFTEEN, shall be paid by the liquidating trustee or agent or other Person making such a default shall have occurred and be continuing with respect payment or distribution directly to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or representatives distribution to the holders of such Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this SECTION 15.01, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the provisions of this SECTION 15.01, then such payment or distribution (subject to the provisions of SECTION 15.03 shall be received and held in trust by the Trustee or such Holders for the benefit of the holders of Senior Indebtedness, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of Senior Indebtedness remaining unpaid or unprovided for, or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued), ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or (ii) represented by each, for application to the maturity payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay or to provide for the payment of all such Senior Indebtedness in full after giving effect to any concurrent payment and distribution to the holders of such Senior Indebtedness. The failure to make a payment on account of principal of or any premium or interest on the Securities of any series by reason of any provision of this ARTICLE FIFTEEN shall not be construed as preventing the occurrence of an Event of Default. Nothing contained herein shall impair, as between the Company and the Holders of Securities of each series, the obligation of the Company, which is absolute and unconditional, to pay to such Holders the principal of and any premium and interest on such Securities as and when the same shall become due and payable in accordance with their terms or prevent the Trustee or any 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 accelerated because of a default paid in respect full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness (and then outstanding. Upon the Trustee payment in full of all Senior Indebtedness, the Holders of Securities of each series shall have received written notice thereof from the Corporation or one or more be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments or their representative or representatives or distributions applicable to the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may until the indebtedness evidenced by the Securities of such series shall have been issued)paid in full, then:and such 68 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 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 Securities of such series. The provisions of this SECTION 15.01 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 obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities.

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of Securities, the Corporation The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities of any series and the payment of the principal of and any premium or interest on each and all of the Securities of each series is subordinatethat, to the extent and in the manner hereinafter set forthforth in this Article 10, the indebtedness represented by the Securities and all Payments or Distributions in Respect of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter incurred. If at any time following the payment of any amount to a holder of Senior Indebtedness with respect to such Senior Indebtedness, such payment is rescinded or must otherwise be returned by such holder upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of the Company or any other Person or otherwise, and is so rescinded or returned to the party or parties making such payment, such Senior Indebtedness shall continue be reinstated to the extent of such payment and the provisions of this Article 10 shall be applicable as if such payment were never made. The provisions of this Article 10 are for the benefit of the holders of Senior Indebtedness, and each Holder of the Securities, by his purchase or other acquisition of the Securities, hereby agrees for the benefit of each holder of 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 (a) of any payment by, or distribution of assets of, the Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) that his Securities are subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:this Article 10.

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of SecuritiesThe Company covenants and agrees that anything in this Indenture to the contrary notwithstanding, the Corporation 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 or, if so provided in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, as and to the extent provided by the terms of the Securities of such series, and each Holder of a SecuritySecurities of each series, by his acceptance thereof, likewise covenants and agrees, that agrees to the indebtedness represented subordination herein or therein provided and shall be bound by the provisions hereof or thereof. This Article Sixteen 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 benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions. No payment may be made by the Company on account of the principal of or any premium or interest on the Securities, or to acquire any of the Securities (including repurchases of Securities at the option of the Holders) for cash or property (other than Junior Securities), or on account of any series and the payment redemption provisions of the Securities, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of and any premium and interest on such Senior Indebtedness are first paid in full (or such payment Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness or their representative immediately to accelerate its maturity and (ii) written notice of such event of default given to the Company and the Trustee by the holders of at least 25% in aggregate principal amount outstanding of such Senior Indebtedness or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set off or otherwise) may be made by or on behalf of the Company on account of the principal of or any premium or interest on each and all the Securities, or to acquire or repurchase any of the Securities for cash or property, or on account of each series is subordinate, to any redemption provisions of the extent and in the manner hereinafter set forthSecurities, in right any such case other than payments made with Junior Securities of payment to the prior payment in full of all Senior IndebtednessCompany. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to Notwithstanding the benefits of these subordination provisions irrespective of any amendmentforegoing, modification or waiver of any term of unless (i) the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period"), and (ii) such declaration has not been rescinded or extension or renewal waived, at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days and (ii) no event of default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default is on the same issue of Senior Indebtedness. In ) shall be made the event (a) basis for the commencement of any payment by, or other Payment Blockage Period. Upon any distribution of assets of, of the Corporation of any kind or character, whether in cash, property or securities, to creditors Company upon any dissolution, winding-up, liquidation or reorganization of the CorporationCompany, whether voluntary or involuntary or of involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshaling of assets or liabilities: (i) the holders of all Senior Indebtedness shall first be entitled to receive payments in full (or have such payment duly provided for) before the Holders are entitled to receive any payment on account of the principal of or any premium or interest on the Securities (other proceedingsthan Junior Securities); and (ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (b) subject other than Junior Securities), to which the Holders or the Trustee on behalf of the Holders would be entitled (by set off or otherwise), except for the provisions of Section 1402 that (i) this Article Sixteen, shall be paid by the liquidating trustee or agent or other Person making such a default shall have occurred and be continuing with respect payment or distribution directly to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative to the extent necessary to make payment in full of all such Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or representatives distribution to the holders of such Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this Section 1601, any payment or distribution of assets of the Company (other than Junior Securities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the provisions of this Section 1601, then such payment or distribution (subject to the provisions of Sectxxx 0000 -00- 00 xxxxx xx xxxeived and held in trust by the Trustee or such Holders for the benefit of the holders of Senior Indebtedness, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of Senior Indebtedness remaining unpaid or unprovided for or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued), or (ii) ratably according to the maturity aggregate amounts remaining unpaid on account of any the Senior Indebtedness shall have been accelerated because held or represented by each, for application to the payment of a default all Senior Indebtedness remaining unpaid to the extent necessary to pay or to provide for the payment of all such Senior Indebtedness in respect full after giving effect to any concurrent payment and distribution to the holders of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:Indebtedness.

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for The Company covenants and agrees that anything in this Indenture or the Secu- rities of any series of SecuritiesSeries to the contrary notwithstanding, the Corporation covenants indebtedness evi- denced 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 such Holder's acceptance thereof, likewise covenants and agrees, that agrees to the indebtedness represented subordination herein provided and shall be bound by the Securities provisions hereof. If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any series and the payment principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no pay- ment of any kind or character shall be made by or on behalf of the Company or any other person on its or their behalf with respect to any principal of and any premium of, in- terest on or interest on each and all other amounts owing in respect of the Securities or to acquire any of the Securities for cash, property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Senior In- debtedness, as such event of default is defined in the instrument creating or evidencing such Senior Indebtedness, permitting the holders of such Senior In- debtedness then outstanding to accelerate the maturity thereof and if the holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness (each series is subordinate, such person a "Representative") gives written notice of the event of default to the extent Trustee (a "Default No- xxxx"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from 62 the Representative for the respective issue of Senior Indebtedness terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other person on its behalf shall (x) make any payment of any kind or character with respect to any principal of, interest on or other amounts owing in re- spect of the manner hereinafter set forthSecurities or (y) acquire any of the Securities for cash, prop- erty or otherwise. Notwithstanding anything herein to the contrary, in right no event will a Blockage Period extend beyond 180 days from the date the payment on the Securities was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of payment default which existed or was con- tinuing on the date of the commencement of any Blockage Period with respect to the prior payment in full of all Senior Indebtedness. Senior Indebtedness shall continue to be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Senior Indebtedness and entitled to the benefits whether or not within a period of these subordination provisions irrespective 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 con- secutive days (it being acknowledged that any subsequent action, or any breach of any amendmentfinancial covenants for a period commencing after the date of commence- ment of such Blockage Period that, modification in either case, would give rise to an event of default pursuant to any provisions under which an event of default previ- ously existed or waiver was continuing shall constitute a new event of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtednessdefault for this purpose). In the event (a) of Upon any payment by, or distribution of assets of, of the Corporation Company of any kind or character, whether in cash, property or securities, to creditors upon any to- tal or partial liquidation, dissolution, winding-winding up, liquidation reorganization, assign- ment for the benefit of creditors or reorganization marshaling of assets of the Corporation, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar pro- ceeding relating to the Company or its property, whether voluntary or involun- tary, all principal of, interest on and all other amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or (b) subject such pay- ment duly provided for to the provisions satisfaction of Section 1402 that (i) a default shall have occurred and be continuing the holders of Senior Indebted- ness, before any payment or distribution of any kind or character is made on account of any principal of, interest on or other amounts owing in respect of the Securities, or for the acquisition of any of the Securities for cash, property or otherwise. 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 rank- ing on a parity with the Securities, shall be entitled to be paid from the re- maining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest, if any, on the Securities and such other obligations before any payment or other distribution, 63 whether in cash, property or otherwise, shall be made on account of any Capi- tal Stock or any obligations of the Company ranking junior to the Securities and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any charac- ter, whether in cash, securities or other property, shall be received by the Trustee or any Holder in contravention of any of the terms hereof, such pay- ment or distribution shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior In- debtedness then outstanding in accordance with the priorities then existing among such holders for application to the payment of principal, interest or any other monetary amounts due and payable on any all Senior Indebtedness and such default shall have continued beyond remaining unpaid, to the period of grace, if any, specified in the instrument evidencing extent necessary to pay all such Senior Indebtedness (and in full. In the event of the failure of the Trustee shall have received written notice thereof from the Corporation or one any Holder to endorse or more holders assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or their representative assign the same. No present or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Secu- rities by any act or failure to act on the part of the Company. Nothing con- tained herein shall impair, as between the Company and the Holders of Securi- ties of each Series, the obligation of the Company to pay to such Holders the principal of and interest, if any, on such Securities or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise per- mitted by applicable law or hereunder upon a Default or Event of Default here- under, 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 accelerated because of a default paid in respect full unless the holders thereof shall have received cash equal to the amount of such Senior Indebtedness (and then outstanding. Upon the Trustee payment in full of all Senior Indebt- edness, the Holders of Securities of each Series shall have received written notice thereof from the Corporation or one or more be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments or their representative or representatives or distributions applicable to the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may until the indebtedness evidenced by the Securities of such Series shall have been issued)paid in full, then:and such 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 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 pay- ment by the Company on account of Senior Indebtedness, and not on account of the Securities of such Series.

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated The Company, for itself and its successors, and each Holder, by Section 301 for any series his or her acceptance of Securities, the Corporation covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, agrees that the indebtedness represented by the Securities of any series and the payment of the principal Principal of and any premium or interest on each and all of the Securities of each series is subordinatesubordinated, to the extent and in the manner hereinafter set forthprovided in this Article 10, in to the right of payment to the prior payment in full to all present and future Senior Indebtedness, and that these subordination provisions are for the benefit of all the holders of Senior Indebtedness. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to The provisions of this Article 10 are for the benefits benefit of these subordination provisions irrespective of any amendment, modification or waiver of any term the holders of the Senior Indebtedness or extension or renewal from time to time (and their successors and assigns) and shall be enforceable directly by them and their respective representatives directly against the Company, the Trustee and the Holders (and their successors and assigns). The provisions of this Article 10 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 IndebtednessIndebtedness 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 Securities), each of which holders shall be deemed for the purposes hereof to have acquired Senior Indebtedness in reliance upon the provisions of this Article 10. In The provision of this Article 10 shall survive the event (a) commencement of any payment by, reorganization or distribution of assets of, other proceedings with respect to the Corporation Company or any other Person and the discharge of any kind or character, whether claim in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or connection with such reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject including, without limitation, the discharge of any Senior Indebtedness. The holders of the Senior Indebtedness and their respective representatives are hereby authorized to demand specific performance of the provisions of Section 1402 that (i) a default this Article 10 at any time when the Company or any Holder shall have occurred failed to comply with any provision of this Article 10 applicable to it, and the Company and each Holder hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be continuing with respect asserted as a bar to the payment remedy of principal, interest or specific performance hereof in any other monetary amounts due and payable on any action brought therefor by the holders of the Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:respective representatives.

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of Securities, the Corporation covenants and agrees, and each Holder of a SecuritySecurity of any series, by his acceptance thereof, likewise covenants and agrees, that (a) the indebtedness represented by the Securities of any such series and the payment of the principal of and any premium or interest on each and all of the Securities of each such series is subordinate, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. Indebtedness (as defined with respect to the Securities of such series); and (b) Senior Indebtedness (as defined with respect to the Securities of such series) shall continue to be Senior Indebtedness and entitled with respect to the benefits Securities of these subordination provisions such series irrespective of any amendment, modification or waiver of any term of the such Senior Indebtedness or extension or renewal of such Senior Indebtedness (other than any such amendment, modification or waiver that makes any such Senior Indebtedness subordinated or equal in right of payment to the Senior IndebtednessSecurities of such series). In With respect to the Securities of each series (unless otherwise provided pursuant to Section 301 with respect to the Securities of such series), in the event (a) of any payment by, or distribution of assets of, the Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, or (b) subject to the provisions of Section 1402 1402, that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness (as defined with respect to the Securities of such series) and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of such Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any such Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of such Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:

Securities Subordinated to Senior Indebtedness. Except With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as otherwise specified Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture, Section 13.01 of the Indenture, which reads as contemplated by Section 301 for follows, shall be deleted in its entirety: “The Securities (including any series Coupons relating thereto) constitute the direct, unconditional and unsecured obligations of the Issuer ranking without preference or priority among themselves. The obligations of the Issuer under the terms of the Securities, whether on account of principal, interest or otherwise, are subordinated to the Corporation covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities of any series and the payment Senior Indebtedness of the principal of Issuer and any premium or interest on each and all will rank junior to the claims of the Securities of each series is subordinate, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full holders of all Senior IndebtednessIndebtedness of the Issuer in the event of bankruptcy or insolvency (Insolvenzverfahren), suspension of payments, dissolution, liquidation (Liquidation) or winding up of the Issuer, but will rank at least pari passu with the claims of the holders of all other subordinated indebtedness of the Issuer, except that it shall rank in priority to the claims of the holders of any subordinated indebtedness of the Issuer that by its express terms is stated to rank junior to the Securities. In the event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts will be payable under the Securities until the claims of all creditors of Senior Indebtedness have been satisfied in full.” and shall be replaced with the following: “The Securities (including any Coupons relating thereto) constitute the direct and unconditional obligations of the Issuer and are subordinated to the Priority Claims. The obligations of the Issuer under the Securities shall rank without preference or priority among themselves. The obligations of the Issuer under the terms of the Securities, whether on account of principal, interest or otherwise, are subordinated to the Priority Claims of the Issuer and will rank junior to the claims of the holders of all Priority Claims of the Issuer in the event of any Resolution Measure imposed on the Issuer or in the event of bankruptcy or insolvency (Insolvenzverfahren), suspension of payments, dissolution, liquidation (Liquidation) or winding up of the Issuer, but will rank at least pari passu with the claims of the holders of all other subordinated indebtedness (it being understood that no Priority Claims constitute subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of any such other indebtedness, and in particular, they shall rank in priority to the claims of the holders of any subordinated indebtedness of the Issuer that by its express terms is stated to rank junior to the Securities. In the event of any Resolution Measure imposed on the Issuer or in the event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts will be payable under the Securities until the claims of all creditors of Priority Claims have been satisfied in full. As used in this Section 5.01, Resolution Measure shall have the meaning set forth in the Third Supplemental Subordinated Indenture dated , 2017. For the avoidance of doubt, Senior Indebtedness shall continue to be Senior Indebtedness constitute Priority Claims. The Securities are subordinated to, and entitled to the benefits of these subordination provisions irrespective of any amendmentshall rank junior to, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. In the event (a) of any payment byResolution Measure imposed on the Issuer or in the event of bankruptcy or insolvency, or distribution suspension of assets ofpayments, the Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization winding up of the CorporationIssuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to no amounts will be payable under the provisions Securities until the claims of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders all creditors of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default satisfied in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:full.”

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of SecuritiesThe Company covenants and agrees that anything in this Indenture to the contrary notwithstanding, the Corporation 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 or, if so provided in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, as and to the extent provided by the terms of the Securities of such series, and each Holder of a SecuritySecurities of each series, by his acceptance thereof, likewise covenants and agrees, that agrees to the indebtedness represented subordination herein or therein provided and shall be bound by the Securities provisions hereof or thereof. Subject to Section 1604, if the Company shall default in the payment of any series principal of or premium or interest on any Senior Indebtedness when the same becomes due and payable, whether at Stated Maturity or at a date fixed for redemption or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of such 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 and or any premium or interest on each and all any of the Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities of each series is subordinate, to the extent and other than those made in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. 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 capital stock of the Senior Indebtedness Company (or extension cash in lieu of fractional shares thereof) pursuant to Article Fifteen or renewal otherwise made in capital stock of the Senior Indebtedness. In the event Company (a) or cash in lieu of any payment by, or distribution of assets of, the Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issuedfractional shares thereof), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:.

Securities Subordinated to Senior Indebtedness. Except as ---------------------------------------------- otherwise specified as contemplated by Section 301 2.3 for any series of Securities, the Corporation Issuer covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities of any series and the payment of the principal of and any premium or interest on each and all of the Securities of each series is subordinate, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. 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 (a) of any payment by, or distribution of assets of, the Corporation Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the CorporationIssuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to the provisions of Section 1402 10.2 that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation Issuer or one or more holders of Senior Indebtedness or their representative or representatives or the trustee Trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation Issuer or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of Securities, the Corporation covenants The Issuer(s) covenant and agreesagree, and each Holder of a SecuritySecurities of any series, by his or her acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities of any series and the payment of the principal of (and any premium or interest on each premium, if any), interest, if any, on, and all Additional Amounts, if any, payable in respect of the Securities of each series is subordinatehereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Obligations held in trust under Article 8 by the Trustee for the payment of principal of and interest on the Securities of any series shall not be subordinated to the prior payment of any Senior Indebtedness of the Issuer(s) or subject to the restrictions set forth in this Article 13, and none of the Holders shall continue be obligated to be pay over any such amount to the Issuer(s) or any holder of 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 Issuer(s) or extension or renewal any other creditor of the Senior IndebtednessIssuer(s). In the event (a) of any payment by, or distribution of assets of, of the Corporation of any kind or character, whether in cash, property or securities, to creditors Issuer(s) upon any dissolution, winding-winding up, liquidation or reorganization of the Corporation, Issuer(s) whether voluntary or involuntary or in a bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other proceedingsmarshalling of the assets and liabilities of the Issuer(s) or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of Ventas, Inc. which complies with the requirements of Article 5, or (b) subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principalprincipal of (and premium, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of graceif any), interest, if any, specified on, and Additional Amounts, if any, payable in the instrument evidencing such respect of any Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued)Indebtedness, or (iic) that the maturity principal of the Securities of any Senior Indebtedness series (or in the case of Original Issue Discount Securities or Indexed Securities, the portion of the principal amount thereof referred to in Section 6.02) shall have been accelerated because of a default in respect of such Senior Indebtedness (declared due 57 and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture payable pursuant to which any Section 6.02 and such Senior Indebtedness may declaration shall not have been issued)rescinded and annulled as provided in Section 6.02, then:

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of Securities, the Corporation The Issuer covenants and agrees, and each Holder of a Securitythe Securities of any series, by his his, her or its acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities of any series and the payment of the principal of (and any premium or interest on premium, if any), interest, if any, on, and Additional Amounts, if any, payable in respect of each and all of the Securities of each any series is subordinatehereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article 8 by the Trustee for the payment of principal of and interest on the Securities of any series shall not be subordinated to the prior payment of any Senior Indebtedness of the Issuer or subject to the restrictions set forth in this Article 13, and none of the Holders shall continue be obligated to be pay over any such amount to the Issuer or any holder of 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 Issuer or extension or renewal any other creditor of the Senior IndebtednessIssuer. In the event (a) of any payment by, or distribution of assets of, of the Corporation of any kind or character, whether in cash, property or securities, to creditors Issuer upon any dissolution, winding-winding up, liquidation or reorganization of the CorporationIssuer, whether voluntary or involuntary or in bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other proceedingsmarshalling of the assets and liabilities of the Issuer or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of Ventas, Inc. which complies with the requirements of Article 5, (b) subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principalprincipal of (and premium, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of graceif any), interest, if any, specified on, and Additional Amounts, if any, payable in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity respect of any Senior Indebtedness or (c) that the principal of the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 6.02) shall have been accelerated because of a default in respect of such Senior Indebtedness (declared due and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture payable pursuant to which any Section 6.02 and such Senior Indebtedness may declaration shall not have been issued)rescinded and annulled as provided in Section 6.02, then:

Securities Subordinated to Senior Indebtedness. Except With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as otherwise specified Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture, Section 13.01 of the Indenture, which reads as contemplated by Section 301 for follows, shall be deleted in its entirety: “The Securities (including any series Coupons relating thereto) constitute the direct, unconditional and unsecured obligations of the Issuer ranking without preference or priority among themselves. The obligations of the Issuer under the terms of the Securities, whether on account of principal, interest or otherwise, are subordinated to the Corporation covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities of any series and the payment Senior Indebtedness of the principal of Issuer and any premium or interest on each and all will rank junior to the claims of the Securities of each series is subordinate, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full holders of all Senior IndebtednessIndebtedness of the Issuer in the event of bankruptcy or insolvency (Insolvenzverfahren), suspension of payments, dissolution, liquidation (Liquidation) or winding up of the Issuer, but will rank at least pari passu with the claims of the holders of all other subordinated indebtedness of the Issuer, except that it shall rank in priority to the claims of the holders of any subordinated indebtedness of the Issuer that by its express terms is stated to rank junior to the Securities. In the event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts will be payable under the Securities until the claims of all creditors of Senior Indebtedness have been satisfied in full.” and shall be replaced with the following: “The Securities (including any Coupons relating thereto) constitute the direct and unconditional obligations of the Issuer and are subordinated to the Priority Claims. The obligations of the Issuer under the Securities shall rank without preference or priority among themselves. The obligations of the Issuer under the terms of the Securities, whether on account of principal, interest or otherwise, are subordinated to the Priority Claims of the Issuer and will rank junior to the claims of the holders of all Priority Claims of the Issuer in the event of any Resolution Measure imposed on the Issuer or in the event of bankruptcy or insolvency (Insolvenzverfahren), suspension of payments, dissolution, liquidation (Liquidation) or winding up of the Issuer, but will rank at least pari passu with the claims of the holders of all other subordinated indebtedness (it being understood that no Priority Claims constitute subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of any such other indebtedness, and in particular, they shall rank in priority to the claims of the holders of any subordinated indebtedness of the Issuer that by its express terms is stated to rank junior to the Securities. In the event of any Resolution Measure imposed on the Issuer or in the event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts will be payable under the Securities until the claims of all creditors of Priority Claims have been satisfied in full. As used in this Section 5.01, Resolution Measure shall have the meaning set forth in the Third Supplemental Subordinated Indenture dated December 1, 2017. For the avoidance of doubt, Senior Indebtedness shall continue to be Senior Indebtedness constitute Priority Claims. The Securities are subordinated to, and entitled to the benefits of these subordination provisions irrespective of any amendmentshall rank junior to, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. In the event (a) of any payment byResolution Measure imposed on the Issuer or in the event of bankruptcy or insolvency, or distribution suspension of assets ofpayments, the Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization winding up of the CorporationIssuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to no amounts will be payable under the provisions Securities until the claims of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders all creditors of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default satisfied in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:full.”

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of Securities, the Corporation The Issuer covenants and agrees, and each Holder of a Securitythe Securities of any series, by his his, her or its acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities of any series and the payment of the principal of (and any premium or interest on premium, if any), interest, if any, on, and Additional Amounts, if any, payable in respect of each and all of the Securities of each any series is subordinatehereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article 8 by the Trustee for the payment of principal of and interest on the Securities of any series shall not be subordinated to the prior payment of any Senior Indebtedness of the Issuer or subject to the restrictions set forth in this Article 13, and none of the Holders shall continue be obligated to be pay over any such amount to the Issuer or any holder of 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 Issuer or extension or renewal any other creditor of the Senior IndebtednessIssuer. In the event (a) of any payment by, or distribution of assets of, of the Corporation of any kind or character, whether in cash, property or securities, to creditors Issuer upon any dissolution, winding-winding up, liquidation or reorganization of the CorporationIssuer, whether voluntary or involuntary or in bankruptcy, insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other proceedingsmarshalling of the assets and liabilities of the Issuer or otherwise, except a distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the assets of the Company which complies with the requirements of Article 5, (b) subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principalprincipal of (and premium, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of graceif any), interest, if any, specified on, and Additional Amounts, if any, payable in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity respect of any Senior Indebtedness or (c) that the principal of the Securities of any series (or in the case of Original Issue Discount Securities, the portion of the principal amount thereof referred to in Section 6.02) shall have been accelerated because of a default in respect of such Senior Indebtedness (declared due and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture payable pursuant to which any Section 6.02 and such Senior Indebtedness may declaration shall not have been issued)rescinded and annulled as provided in Section 6.02, then:

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of Securities, the Corporation The Company covenants and agrees, and each Holder of a Security, Securities by his acceptance thereof, thereof likewise covenants and agrees, that all Securities are subject to the indebtedness represented provisions of this Article 5; and each Person holding any Security, 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 Securities 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 any series the Trustee, to acknowledge or effectuate the subordination between the Holders of Securities 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 (including Contingent Interest and Liquidated Damages, if any) on and any premium other payment due pursuant to this Indenture or interest on each and all any Securities issued hereunder (including, without limitation, the payment or deposit of the Securities of each series is subordinateRedemption Price or Repurchase Price pursuant to Article 3 and any deposit pursuant to Section 6.3) 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 Senior Indebtedness. 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 (a) of any payment by, or distribution of assets of, the Corporation of any kind or character, whether outstanding at the date of this Indenture or thereafter created, incurred, assumed or guaranteed. Each Holder by accepting a Security acknowledges and agrees that the subordination provision set forth in cashthis Article 5 are, property or securitiesand are intended to be, an inducement and consideration to creditors upon any dissolution, winding-up, liquidation or reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity each holder of any Senior Indebtedness shall have been accelerated because of a default in respect of the Company, whether such Senior Indebtedness (was created before or after the issuance of the Securities, to acquire and the Trustee shall have received written notice thereof from the Corporation continue to hold, or one or more holders to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied upon such subordination provisions in acquiring and continuing to hold, or their representative or representatives or the trustee or trustees under any indenture pursuant in continuing to which any hold, such Senior Indebtedness Indebtedness, and such holder is made an obligee hereunder and may have been issued), then:enforce directly such subordination provisions.

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of Securities, the Corporation Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities of any series and the payment of the principal of and any premium or interest on each and all of the Securities of each series is subordinate, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. 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 (a) of any payment by, or distribution of assets of, the Corporation Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the CorporationCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation Company or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation Company or one or more holders of Senior Indebtedness or their representative or representatives or the 62 69 trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for The Company covenants and agrees that anything in this Indenture or the Securities of any series of SecuritiesSeries to the contrary notwithstanding, the Corporation 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 such Holder's acceptance thereof, likewise covenants and agrees, that agrees to the indebtedness represented subordination herein provided and shall be bound by the Securities provisions hereof. If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any series principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness (a "Payment Default"), no payment of any kind or character shall be made by or on behalf of the Company or any other person on its or their behalf with respect to any principal of, interest on or other amounts owing in respect of the Securities or to acquire any of the Securities for cash, property or otherwise. Upon the happening of any default or event of default (other than a Payment Default) (including any event which with the giving of notice or the lapse of time or both would become an event of default and including any default or event of default which would result upon any payment with respect to the Securities) with respect to any Senior Indebtedness, as such default or event of default is defined therein or in the instrument or agreement or other document under which it is outstanding, then upon written notice thereof given to the Company and the Trustee by a holder or holders of any Senior Indebtedness or their Representative ("Payment Notice"), no payment shall be made by or on behalf of the Company with respect to the principal of, premium, if any, or interest on the Securities, during the period (the "Payment Blockage Period") commencing on the date of such receipt of such Payment Notice and ending on the earlier of (x) the date, if any, on which such default is cured or waived or ceases to exist or the Senior Indebtedness to which such default relates is discharged and (y) the 120th day after the date of receipt of such Payment Notice. The Company may resume payments on the Securities after such Payment Blockage Period. Not more than one Payment Notice may be given in any consecutive 360-day period with respect to any Senior Indebtedness, irrespective of the number of defaults with respect to Senior Indebtedness during such period, and the giving of a Payment Notice will not prevent the payment of the an installment of principal of and any premium or interest on each the Securities for more 120 days, except that the commencement of a Payment Blockage Period by any holders of or the trustee for Senior Indebtedness other than Indebtedness under the Company's revolving loan and all letter of credit facility with The Chase Manhattan Bank, N.A. and a group of other lenders (the "Bank Credit Facility") (the "Initial Payment Blockage Period") will not prevent the commencement of a subsequent Payment Blockage Period (the "Subsequent Payment Blockage Period") by the Agent under the Bank Credit Facility, PROVIDED, HOWEVER, that in no event may the Subsequent Payment Blockage Period end later than the 179th day after the date of receipt of the Securities of each series is subordinate, Payment Notice with respect to the extent Initial Payment Blockage Period. Notwithstanding the foregoing, (i) no event of default which existed or was continuing on the date of any Payment Notice shall be made the basis for the giving of a subsequent Payment Notice unless all such events of default shall have been cured or waived for a period of at least 90 consecutive days after such date, and in (ii) if the manner hereinafter set forthCompany or the Trustee receives any Payment Notice, in right a similar notice relating to or arising out of payment the same default or facts giving rise to such default (whether or not such default is on the prior payment in full same issue of all Senior Indebtedness), unless cured or waived for such period of at least 90 consecutive days, shall not be effective for purposes of this paragraph (c). 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 (a) of Upon any payment by, or distribution of assets of, of the Corporation Company of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding-winding up, liquidation reorganization, assignment for the benefit of creditors or reorganization marshaling of assets of the Corporation, whether voluntary or involuntary Company or in a bankruptcy, reorganization, insolvency, receivership or other proceedingssimilar proceeding relating to the Company or its property, whether voluntary or involuntary, all principal of, interest on and all other amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash, or (b) subject such payment duly provided for to the provisions satisfaction of Section 1402 that (i) a default shall have occurred and be continuing the holders of Senior Indebtedness, before any payment or distribution of any kind or character is made on account of any principal of, interest on or other amounts owing in respect of the Securities, or for the acquisition of any of the Securities for cash, property or otherwise. 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 interest, if any, 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. If, notwithstanding the foregoing, any payment or distribution of any character, whether in cash, securities or other property, shall be received by the Trustee or any Holder in contravention of any of the terms hereof, such payment or distribution 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 then outstanding in accordance with the priorities then existing among such holders for application to the payment of principal, interest or any other monetary amounts due and payable on any all Senior Indebtedness and such default shall have continued beyond remaining unpaid, to the period of grace, if any, specified in the instrument evidencing extent necessary to pay all such Senior Indebtedness (and in full. In the event of the failure of the Trustee shall have received written notice thereof from the Corporation or one any Holder to endorse or more holders assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or their representative assign the same. No present or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity 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 interest, if any, 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 accelerated because of a default paid in respect full unless the holders thereof shall have received cash equal to the amount of such Senior Indebtedness (and then outstanding. Upon the Trustee payment in full of all Senior Indebtedness, the Holders of Securities of each Series shall have received written notice thereof from the Corporation or one or more be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments or their representative or representatives or distributions applicable to the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may until the indebtedness evidenced by the Securities of such Series shall have been issued)paid in full, then:and such 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 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 Securities of such Series. The provisions of this Section 13.01 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture. The 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 obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities.

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated The Company, for itself and its successors, and each Holder, by Section 301 for any series his or her acceptance of Securities, the Corporation covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, agrees that the indebtedness represented by the Securities of any series and the payment of the principal Principal of if any, and any premium or interest on each and all of the Securities of each series is subordinatesubordinated, 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 to all present and future Senior Indebtedness, and that these subordination provisions are for the benefit of all the holders of Senior Indebtedness. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to The provisions of this Article Ten are for the benefits benefit of these subordination provisions irrespective of any amendment, modification or waiver of any term the holders of the Senior Indebtedness or extension or renewal from time to time (and their successors and assigns) and shall be enforceable directly by them and their respective Representatives directly against the Company, the Trustee and the Holders (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 IndebtednessIndebtedness 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 Securities), 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. In The provision of this Article Ten shall survive the event (a) commencement of any payment by, reorganization or distribution of assets of, other proceedings with respect to the Corporation Company or any other Person and the discharge of any kind or character, whether claim in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or connection with such reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject including, without limitation, the discharge of any Senior Indebtedness. The holders of the Senior Indebtedness and their respective representatives are hereby authorized to demand specific performance of the provisions of Section 1402 that (i) a default this Article Ten at any time when the Company or any Holder shall have occurred failed to comply with any provision of this Article Ten applicable to it, and the Company and each Holder hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be continuing with respect asserted as a bar to the payment remedy of principal, interest or specific performance hereof in any other monetary amounts due and payable on any action brought therefor by the holders of the Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:respective representatives.

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated The Company, for itself and its successors, and each Holder, by Section 301 for any series his or her acceptance of Securities, the Corporation covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, agrees that the indebtedness represented by the Securities of any series and the payment of the principal Principal of and any premium or interest on each and all of the Securities of each series is subordinatesubordinated, to the extent and in the manner hereinafter set forthprovided in this Article 11, in to the right of payment to the prior payment in full to all present and future Senior Indebtedness, and that these subordination provisions are for the benefit of all the holders of Senior Indebtedness. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to The provisions of this Article 11 are for the benefits benefit of these subordination provisions irrespective of any amendment, modification or waiver of any term the holders of the Senior Indebtedness or extension or renewal from time to time (and their successors and assigns) and shall be enforceable directly by them and their respective representatives directly against the Company, the Trustee and the Holders (and their successors and assigns). The provisions of this Article 11 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 IndebtednessIndebtedness 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 Securities), each of which holders shall be deemed for the purposes hereof to have acquired Senior Indebtedness in reliance upon the provisions of this Article 11. In The provision of this Article 11 shall survive the event (a) commencement of any payment by, reorganization or distribution of assets of, other proceedings with respect to the Corporation Company or any other Person and the discharge of any kind or character, whether claim in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or connection with such reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject including, without limitation, the discharge of any Senior Indebtedness. The holders of the Senior Indebtedness and their respective representatives are hereby authorized to demand specific performance of the provisions of Section 1402 that (i) a default this Article 11 at any time when the Company or any Holder shall have occurred and be continuing failed to comply with respect to the payment any provision of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:this

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of SecuritiesThe Company covenants and agrees that anything in this Indenture to the contrary notwithstanding, the Corporation 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 or, if so provided in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, as and to the extent provided by the terms of the Securities of such series, and each Holder of a SecuritySecurities of each series, by his acceptance thereof, likewise covenants and agrees, that agrees to the indebtedness represented subordination herein or therein provided and shall be bound by the provisions hereof or thereof. The provisions of this Article Sixteen applicable to any series of Securities 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 benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions. No payment may be made by the Company on account of the principal of or any premium or interest on the Securities, or to acquire any of the Securities (including repurchases of Securities at the option of the Holders) for cash or property (other than Junior Securities), or on account of any series and the payment redemption provisions of the Securities, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of and any premium or and interest on each and all of the Securities of each series such Senior Indebtedness are first paid in full (or such payment is subordinate, to the extent and duly provided for) or (ii) in the manner hereinafter set forth, event of default in right of payment to the prior payment in full of all Senior Indebtedness. 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 (a) of any payment by, or distribution of assets of, the Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest any principal of or any other monetary amounts due and payable premium or interest on any Senior Indebtedness when it becomes due and payable, whether at stated maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. Upon (i) the happening of an event of default shall have continued beyond (other than a Payment Default) that permits the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant immediately to which any such Senior Indebtedness may have been issued), or accelerate its maturity and (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect written notice of such Senior Indebtedness (event of default given to the Company and the Trustee shall have received written notice thereof from by the Corporation or one or more holders of at least 25% in aggregate principal amount outstanding of such Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued(a "Payment Notice"), then:, unless and until such event of default has been cured or

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated The Company, for itself and its successors, and each Holder, by Section 301 for any series his or her acceptance of Securities, the Corporation covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, agrees that the indebtedness represented by the Securities of any series and the payment of the principal of and or any premium or and interest on each and all of the Securities of each series is subordinatesubordinated, to the extent and in the manner hereinafter set forthprovided in this Article Thirteen, in to the right of payment to the prior payment in full to all present and future Senior Indebtedness, and that these subordination provisions are for the benefit of all the holders of Senior Indebtedness. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to The provisions of this Article Thirteen are for the benefits benefit of these subordination provisions irrespective of any amendment, modification or waiver of any term the holders of the Senior Indebtedness or extension or renewal from time to time (and their successors and assigns) and shall be enforceable directly by them and their respective representatives directly against the Company, the Trustee and the Holders (and their successors and assigns). The provisions of this Article Thirteen shall be a continuing agreement and shall be irrevocable and shall remain in full force 66 76 and effect until payment in the full of the Senior IndebtednessIndebtedness 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 Securities), each of which holders shall be deemed for the purposes hereof to have acquired Senior Indebtedness in reliance upon the provisions of this Article Thirteen. In The provision of this Article Thirteen shall survive the event (a) commencement of any payment by, reorganization or distribution of assets of, other proceedings with respect to the Corporation Company or any other Person and the discharge of any kind or character, whether claim in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or connection with such reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject including, without limitation, the discharge of any Senior Indebtedness. The holders of the Senior Indebtedness and their respective representatives are hereby authorized to demand specific performance of the provisions of Section 1402 that (i) a default this Article Thirteen at any time when the Company or any Holder shall have occurred failed to comply with any provision of this Article Thirteen applicable to it, and the Company and each Holder hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be continuing with respect asserted as a bar to the payment remedy of principal, interest or specific performance hereof in any other monetary amounts due and payable on any action brought therefor by the holders of the Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:respective representatives.

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of Securities, the Corporation Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities of any series and the payment of the principal of and any premium or interest on each and all of the Securities of each series is subordinate, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. 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 (a) of any payment by, or distribution of assets of, the Corporation Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the CorporationCompany, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation Company or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation Company or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of Securities, the Corporation The Company covenants and agrees, and each Holder of a Security, Securities by his acceptance thereof, thereof likewise covenants and agrees, that all Securities are subject to the indebtedness represented provisions of this Article 5; and each Person holding any Security, 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 Securities 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 any series the Trustee, to acknowledge or effectuate the subordination between the Holders of Securities and the holders of Senior Indebtedness as provided in this Article 5 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 and any premium other payment due pursuant to this Indenture or interest on each and all any Securities issued hereunder (including, without limitation, the payment or deposit of the Securities of each series is subordinateRedemption Price, Purchase Price or Repurchase Price pursuant to Article 3 and any deposit pursuant to Section 6.3) 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 Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter created, incurred, assumed or guaranteed. Senior Indebtedness shall continue to be Senior Indebtedness and entitled The Securities are not superior in right of payment to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of Existing Notes and shall rank pari passu with the Senior Indebtedness or extension or renewal of the Senior Indebtedness. In the event (a) of any payment by, or distribution of assets of, the Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:Existing Notes.

Securities Subordinated to Senior Indebtedness. Except as otherwise specified as contemplated by Section 301 for any series of Securities, the Corporation The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities of any series and the payment of the principal of and any premium or interest on each and all of the Securities of each series is subordinatethat, to the extent and in the manner hereinafter set forthforth in this Article 10, the indebtedness represented by the Securities and all Payments or Distributions in Respect of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness. If at any time following the payment of any amount to a holder of Senior Indebtedness with respect to such Senior Indebtedness, such payment is rescinded or must otherwise be returned by such holder upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of the Company or any other Person or otherwise, and is so rescinded or returned to the party or parties making such payment, such Senior Indebtedness shall continue be reinstated to the extent of such payment and the provisions of this Article 10 shall be applicable as if such payment were never made. The provisions of this Article 10 are for the benefit of the holders of Senior Indebtedness, and each Holder of the Securities, by his purchase or other acquisition of the Securities, hereby agrees for the benefit of each holder of 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 (a) of any payment by, or distribution of assets of, the Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) that his Securities are subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then:this Article 10.