Common use of Subordination of the Notes Clause in Contracts

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shall, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Note, by its acceptance of a Subordinated Note, further agrees that all amounts payable on any Subordinated Note shall, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim. (b) If, prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder was then entitled under Section 3.6, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in Section 3.6. (c) If any Service Provider, the Equityholder, the Trustee or any Noteholder of any Senior Claim receives any payment in respect of any Senior Claim that is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the Noteholders) and the Issuer each confirm that the payment priorities specified in Section 3.6 shall apply in all circumstances. (e) Each Noteholder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings.

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) Taxes owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Note, by its acceptance of a Subordinated Note, further agrees that all amounts payable on any Subordinated Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim. (b) If, prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder was then entitled under Section 3.6, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in Section 3.6. (c) If any Service Provider, the Equityholder, the Trustee or any Noteholder of any Senior Claim receives any payment in respect of any Senior Claim that is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the Noteholders) and the Issuer each confirm that the payment priorities specified in Section 3.6 3.6, Section 4.14 and Section 8.1 shall apply in all circumstances. (e) Each Noteholder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings.

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article XX and Section 3.7, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Class B Note, by its acceptance of a Subordinated Class B Note, further agrees that all amounts payable on any Subordinated Class B Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article XX and Section 3.7, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim. (b) If, prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder was then entitled under Section 3.63.7, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in Section 3.63.7. (c) If any Service Provider, the Equityholder, the Trustee or any Noteholder of any Senior Claim receives any payment in respect of any Senior Claim that is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the Noteholders) and the Issuer each confirm that the payment priorities specified in Section 3.6 3.7 shall apply in all circumstances. (e) Each Noteholder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings. (f) If payment on the Notes is accelerated as a result of an Event of Default, the Issuer shall promptly notify the holders of the Senior Claims of such acceleration. (g) After all Senior Claims are paid in full and until the Subordinated Claims are paid in full, and to the extent that such Senior Claims shall have been paid with funds that would, but for the subordination pursuant to this Article X, have been paid to and retained by such holders of Subordinated Claims, the holders of Subordinated Claims shall be subrogated to the rights of holders of Senior Claims to receive payments applicable to Senior Claims. A payment made under this Article X to holders of Senior Claims that otherwise would have been made to the holders of Subordinated Claims is not, as between the Issuer and the holders of Subordinated Claims, a payment by the Issuer. (h) No right of any holder of any Senior Claim to enforce the subordination of any Subordinated Claim shall be impaired by an act or failure to act by the Issuer or the Trustee or by any failure by either the Issuer or the Trustee to comply with this Indenture. (i) Each Noteholder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Claim, whether such Senior Claim was created or acquired before or after the issuance of such Noteholder’s claim, to acquire and continue to hold such Senior Claim, and such holder of any Senior Claim shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold such Senior Claim. Each holder of a Subordinated Claim agrees to comply with the provisions of Article IV.

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) Taxes owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Note, by its acceptance of a Subordinated Note, further agrees that all amounts payable on any Subordinated Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim. (b) If, prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder was then entitled under Section 3.6, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in Section 3.6. (c) If any Service Provider, the Equityholder, the Trustee or any Noteholder of any Senior Claim receives any payment in respect of any Senior Claim that is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the Noteholders) and the Issuer each confirm that the payment priorities specified in Section 3.6 shall apply in all circumstances. (e) Each Noteholder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings.

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the NoteholdersHolders of each class of Notes) covenants and agrees, and each NoteholderHolder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each NoteholderX; and each Holder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article XX and Section 3.07 hereof, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Related Documents. Each Noteholder In addition, each Holder of a Subordinated Class B Note, by its acceptance of a Subordinated Class B Note, further agrees that all amounts payable on any Subordinated Class B Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article XX and Section 3.07 hereof, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim. (b) If, If prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder Holder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder Holder was then entitled under Section 3.63.07 hereof, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in such Section 3.63.07. (c) If any Service Provider, the Equityholder, the Trustee or any Noteholder Holder of any Senior Claim receives any payment in respect of any Senior Claim that which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect effect, and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the NoteholdersHolders) and the Issuer each confirm that the payment priorities specified in Section 3.6 3.07 hereof shall apply in all circumstances. (e) Each NoteholderHolder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-winding up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), ) any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings. (f) If payment on the Notes is accelerated as a result of an Event of Default, the Issuer shall promptly notify the holders of the Senior Claims of such acceleration. (g) After all Senior Claims are paid in full and until the Subordinated Claims are paid in full, and to the extent that such Senior Claims shall have been paid with funds that would, but for the subordination pursuant to this Article X, have been paid to and retained by such holders of Subordinated Claims, the holders of Subordinated Claims shall be subrogated to the rights of holders of Senior Claims to receive payments applicable to Senior Claims. A payment made under this Article X to holders of Senior Claims which otherwise would have been made to the holders of Subordinated Claims is not, as between the Issuer and the holders of Subordinated Claims, a payment by the Issuer. (h) No right of any holder of any Senior Claim to enforce the subordination of any Subordinated Claim shall be impaired by an act or failure to act by the Issuer or the Trustee or by any failure by either the Issuer or the Trustee to comply with this Indenture. (i) Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Claim, whether such Senior Claim was created or acquired before or after the issuance of such Holder’s claim, to acquire and continue to hold such Senior Claim and such holder of any Senior Claim shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold such Senior Claim. Each holder of a Subordinated Claim agrees to comply with the provisions of Section 4.12 hereof.

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the NoteholdersHolders of each class of Notes) covenants and agrees, and each NoteholderHolder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each NoteholderX; and each Holder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article X, Section 3.08 and, if applicable, Section 3.09 hereof, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Related Documents. Each Noteholder of a Subordinated NoteIn addition, each Holder, by its acceptance of a Subordinated Note, further agrees that (i) all amounts payable on any Subordinated Class A Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article XX and Section 3.08 hereof, be subordinated in right of payment to all payments under any Primary Eligible Credit Facilities; (ii) all amounts payable on any Class B Note will, to the extent and in the manner set forth in this Article X and Section 3.08 hereof, be subordinated in right of payment to all payments under any Primary Eligible Credit Facilities, the payment in full of the Class A Notes and all Swap Payments (other than Subordinated Swap Payments) payable to any Swap Provider pursuant to any Swap Agreement; (iii) all amounts payable on any Class C Note will, to the extent and in the manner set forth in this Article X and Section 3.08 hereof, be subordinated in right of payment to all payments under any Primary Eligible Credit Facilities, the payment in full of the Class A Notes, all Swap Payments (other than Subordinated Swap Payments) payable to any Swap Provider pursuant to any Swap Agreement and the Class B Notes, (iv) all amounts payable on any Class D Note will, to the extent and in the manner set forth in this Article X and Section 3.08, be subordinated in right of payment to the payment in full of all payments under any Primary Eligible Credit Facilities, the Original Notes (and any Refinancing Notes payment in respect full of the Original Class A Notes), all Swap Payments (other than Subordinated Swap Payments) payable to any Swap Provider pursuant to any Swap Agreement, the Class B Notes and the Class C Notes and (v) all amounts payable on any Class E Note will, to the extent and in the manner set forth in this Article X and Section 3.08, be subordinated in right of payment to the payment in full of all payments under any Primary Eligible Credit Facilities, the payment in full of the Class A Notes, all Swap Payments (other than Subordinated Swap Payments) payable to any Swap Provider pursuant to any Swap Agreement, the Class B Notes, the Class C Notes and the Class D Notes, all payments under any other Eligible Credit Facilities, all Subordinated Swap Payments and all Subordinated Tax-Related Disposition Payments. Any claim to payment so stated to be subordinated is referred to as a “"Subordinated Claim”"; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “"Senior Claim” " with respect to such Subordinated Claim. (b) If, If prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder Holder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder Holder was then entitled under Section 3.63.08 hereof, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in such Section 3.63.08. (c) If any Service Provider, the Equityholder, the Trustee or any Noteholder Holder of any Senior Claim receives any payment in respect of any Senior Claim that which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect effect, and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Subject to Section 10.01(i) below, the Trustee (on its own behalf and on behalf of the NoteholdersHolders) and the Issuer each confirm that the payment priorities specified in Section 3.6 3.08 hereof shall apply in all circumstances. (e) Each NoteholderHolder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-winding up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), ) any actions tending towards liquidation of the property and assets of the Issuer or 117 110 the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings.

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 3.7 and in the manner set forth in this Article X, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) Taxes owed by the Issuer (if any) and ), all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Note, by its acceptance of a Subordinated Note, further agrees that all amounts payable on any Subordinated Note shallwill, to the extent provided in Section 3.6 3.7 and in the manner set forth in this Article X, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim. (b) If, prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder was then entitled under Section 3.63.7, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in Section 3.63.7. (c) If any Service Provider, the any Equityholder, the Trustee or any Noteholder of any Senior Claim receives any payment in respect of any Senior Claim that is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the Noteholders) and the Issuer each confirm that the payment priorities specified in Section 3.6 3.7 shall apply in all circumstances. (e) Each Noteholder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings. (f) If payment on the Notes is accelerated as a result of an Event of Default, the Issuer shall promptly notify the holders of the Senior Claims of such acceleration. (g) After all Senior Claims are paid in full and until the Subordinated Claims are paid in full, and to the extent that such Senior Claims shall have been paid with funds that would, but for the subordination pursuant to this Article X, have been paid to and retained by such holders of Subordinated Claims, the holders of Subordinated Claims shall be subrogated to the rights of holders of Senior Claims to receive payments applicable to Senior Claims. A payment made under this Article X to holders of Senior Claims that otherwise would have been made to the holders of Subordinated Claims is not, as between the Issuer and the holders of Subordinated Claims, a payment by the Issuer. (h) No right of any holder of any Senior Claim to enforce the subordination of any Subordinated Claim shall be impaired by an act or failure to act by the Issuer or the Trustee or by any failure by either the Issuer or the Trustee to comply with this Indenture. (i) Each Noteholder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Claim, whether such Senior Claim was created or acquired before or after the issuance of such Noteholder’s claim, to acquire and continue to hold such Senior Claim, and such holder of any Senior Claim shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold such Senior Claim. Each holder of a Subordinated Claim agrees to comply with the provisions of Article IV.

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the NoteholdersHolders of each class of Notes) covenants and agrees, and each NoteholderHolder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each NoteholderX; and each Holder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article X, Section 3.08 and , if applicable, Section 3.09 hereof, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Related Documents. Each Noteholder of a Subordinated NoteIn addition, each Holder, by its acceptance of a Subordinated Note, further agrees that (i) all amounts payable on any Subordinated Class A Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article XX and Section 3.08 hereof, be subordinated in right of payment to all payments under any Primary Eligible Credit Facilities; (ii) all amounts payable on any Class B Note will, to the extent and in the manner set forth in this Article X and Section 3.08 hereof, be subordinated in right of payment to all payments under any Primary Eligible Credit Facilities, the payment in full of the Class A Notes and all Swap Payments (other than Subordinated Swap Payments) payable to any Swap Provider pursuant to any Swap Agreement; (iii) all amounts payable on any Class C Note will, to the extent and in the manner set forth in this Article X and Section 3.08 hereof, be subordinated in right of payment to all payments under any Primary Eligible Credit Facilities, the payment in full of the Class A Notes, all Swap Payments (other than Subordinated Swap Payments) payable to any Swap Provider pursuant to any Swap Agreement and the Class B Notes and (iv) all amounts payable on any Class D Note will, to the extent and in the manner set forth in this Article X and Section 3.08, be subordinated in right of payment to the payment in full to all payments under any Primary Eligible Credit Facilities, the payment in full of the Original Class A 110 Notes, all Swap Payments (other than Subordinated Swap Payments) payable to any Swap Provider pursuant to any Swap Agreement, the Class B Notes (and any Refinancing Notes in respect of the Original Class C Notes). Any claim to payment so stated to be subordinated is referred to as a “"Subordinated Claim”"; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “"Senior Claim” " with respect to such Subordinated Claim. (b) If, If prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder Holder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder Holder was then entitled under Section 3.63.08 hereof, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in such Section 3.63.08. (c) If any Service Provider, the Equityholder, the Trustee or any Noteholder Holder of any Senior Claim receives any payment in respect of any Senior Claim that which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect effect, and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Subject to Section 10.01(i) below, the Trustee (on its own behalf and on behalf of the NoteholdersHolders) and the Issuer each confirm that the payment priorities specified in Section 3.6 3.08 hereof shall apply in all circumstances. (e) Each NoteholderHolder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-winding up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), ) any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings.

Subordination of the Notes. (a) Each Subject to the payment in full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Debt, the rights of the Issuer Holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Section 13.03 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions applicable to the Senior Debt until the principal of and interest on the Notes shall be paid in full in cash; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Section 13.03, and no payment over pursuant to the provisions of this Section 13.03, to or for the benefit of the holders of Senior Debt by Holders of the Notes or the Trustee, shall, as between the Company, its creditors other than holders of Senior Debt, and the Trustee (on behalf Holders of the Noteholders) covenants Notes, be deemed to be a payment by the Company to or on account of the Senior Debt; and agreesno payment or distribution to or for the benefit of the Holders of the Notes pursuant to the subrogation provisions of this Section 13.03, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Section 13.03 are and are intended solely for the purposes of defining the relative rights of the Holders of the Notes, on the one hand, and each Noteholderthe holders of the Senior Debt, by its acceptance of a Note, covenants and agrees, that on the other hand. Nothing contained in this Section 13.03 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Company, its creditors other than the holders of each class Senior Debt, and the Holders of the Notes, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Notes the principal of and interest on the Notes as and when the same shall be issued become due and payable in accordance with their terms and to deliver the consideration due upon conversion, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Company other than the holders of the Senior Debt. Upon any payment or distribution of assets of the Company referred to in this Section 13.03, the Trustee, subject to the provisions of this Article X. Each NoteholderSection 7.01, by its acceptance of a Note, further agrees that all amounts payable on any Note shall, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Note, by its acceptance of a Subordinated Note, further agrees that all amounts payable on any Subordinated Note shall, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the payment in full Holders of the Original Notes (and any Refinancing Notes in respect of the Original Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim. (b) If, prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder was then entitled under Section 3.6, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in Section 3.6. (c) If any Service Provider, the Equityholder, the Trustee or any Noteholder of any Senior Claim receives any payment in respect of any Senior Claim that is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect and shall be entitled to the benefits conclusively rely upon any order or decree made by any court of this Article Xcompetent jurisdiction in which such bankruptcy, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the Noteholders) and the Issuer each confirm that the payment priorities specified in Section 3.6 shall apply in all circumstances. (e) Each Noteholder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the Issuer (whether receiver, trustee in bankruptcy, insolvencyliquidating trustee, receivershipagent or other person making such payment or distribution, reorganization delivered to the Trustee or similar proceedings or upon an assignment to the Holders of the Notes, for the benefit purpose of creditors or otherwise)ascertaining the persons entitled to participate in such distribution, any actions tending towards liquidation the holders of the property Senior Debt and assets other indebtedness of the Issuer Company, the amount thereof or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedingspayable thereon and all other facts pertinent thereto or to this Section 13.03.

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shall, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Note, by its acceptance of a Subordinated Note, further agrees that all amounts payable on any Subordinated Note shallwill, to the extent provided in Section 3.6 3.5 and in the manner set forth in this Article X, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim. (b) If, prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder was then entitled under Section 3.63.5, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in Section 3.63.5. (c) If any Service Provider, the Equityholder, the Trustee or any Noteholder of any Senior Claim receives any payment in respect of any Senior Claim that is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the Noteholders) and the Issuer each confirm that the payment priorities specified in Section 3.6 3.5 shall apply in all circumstances. (e) Each Noteholder, by its acceptance of a Subordinated Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Subordinated Notes in the form required in those proceedings. (f) If payment on the Subordinated Notes is accelerated as a result of an Event of Default, the Issuer shall promptly notify the holders of the Senior Claims of such acceleration. (g) After all Senior Claims are paid in full and until the Subordinated Claims are paid in full, and to the extent that such Senior Claims shall have been paid with funds that would, but for the subordination pursuant to this Article X, have been paid to and retained by such holders of Subordinated Claims, the holders of Subordinated Claims shall be subrogated to the rights of holders of Senior Claims to receive payments applicable to Senior Claims. A payment made under this Article X to holders of Senior Claims that otherwise would have been made to the holders of Subordinated Claims is not, as between the Issuer and the holders of Subordinated Claims, a payment by the Issuer. (h) No right of any holder of any Senior Claim to enforce the subordination of any Subordinated Claim shall be impaired by an act or failure to act by the Issuer or the Trustee or by any failure by either the Issuer or the Trustee to comply with this Indenture. (i) Each Noteholder by accepting a Subordinated Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Claim, whether such Senior Claim was created or acquired before or after the issuance of such Noteholder’s claim, to acquire and continue to hold such Senior Claim, and such holder of any Senior Claim shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold such Senior Claim. Each holder of a Subordinated Claim agrees to comply with the provisions of Article IV.

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article XX and Section 3.7, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Class B Note, by its acceptance of a Subordinated Class B Note, further agrees that all amounts payable on any Subordinated Class B Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article XX and Section 3.7, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim. (b) If, prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder was then entitled under Section 3.63.7, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in Section 3.63.7. (c) If any Service Provider, the Equityholder, the Trustee or any Noteholder of any Senior Claim receives any payment in respect of any Senior Claim that which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the Noteholders) and the Issuer each confirm that the payment priorities specified in Section 3.6 3.7 shall apply in all circumstances. (e) Each Noteholder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings. (f) If payment on the Notes is accelerated as a result of an Event of Default, the Issuer shall promptly notify the holders of the Senior Claims of such acceleration. (g) After all Senior Claims are paid in full and until the Subordinated Claims are paid in full, and to the extent that such Senior Claims shall have been paid with funds that would, but for the subordination pursuant to this Article X, have been paid to and retained by such holders of Subordinated Claims, the holders of Subordinated Claims shall be subrogated to the rights of holders of Senior Claims to receive payments applicable to Senior Claims. A payment made under this Article X to holders of Senior Claims which otherwise would have been made to the holders of Subordinated Claims is not, as between the Issuer and the holders of Subordinated Claims, a payment by the Issuer. (h) No right of any holder of any Senior Claim to enforce the subordination of any Subordinated Claim shall be impaired by an act or failure to act by the Issuer or the Trustee or by any failure by either the Issuer or the Trustee to comply with this Indenture. (i) Each Noteholder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Claim, whether such Senior Claim was created or acquired before or after the issuance of such Noteholder’s claim, to acquire and continue to hold such Senior Claim, and such holder of any Senior Claim shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold such Senior Claim. Each holder of a Subordinated Claim agrees to comply with the provisions of Article IV.

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the NoteholdersHolders of each class of Notes) covenants and agrees, and each NoteholderHolder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each NoteholderX; and to the manner and priority in which the Available Collections Amount is to be applied, as set forth in this Section 3.07 hereof. In addition, each Holder of a Class B Note, by its acceptance of a Class B Note, further agrees that all amounts payable on any Class B Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article X, be subordinated in right of payment to the prior payment in full of all accrued X and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Note, by its acceptance of a Subordinated Note, further agrees that all amounts payable on any Subordinated Note shall, to the extent provided in Section 3.6 and in the manner set forth in this Article X3.07 hereof, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “"Subordinated Claim”"; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “"Senior Claim” " with respect to such Subordinated Claim. (b) If, If prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder Holder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder Holder was then entitled under Section 3.63.07 hereof, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in such Section 3.63.07. (c) If any Service Provider, the Equityholder, the Trustee or any Noteholder Holder of any Senior Claim receives any payment in respect of any Senior Claim that which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect effect, and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the NoteholdersHolders) and the Issuer each confirm that the payment priorities specified in Section 3.6 3.07 hereof shall apply in all circumstances. (e) Each NoteholderHolder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-winding up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), ) any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings. (f) If payment on the Notes is accelerated as a result of an Event of Default, the Issuer shall promptly notify the holders of the Senior Claims of such acceleration.

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 3.7 and in the manner set forth in this Article X, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers and all Tax Distributions payable to the Equityholders pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Class B Note, by its acceptance of a Subordinated Class B Note, further agrees that all amounts payable on any Subordinated Class B Note shallwill, to the extent provided in Section 3.6 3.7 and in the manner set forth in this Article X, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim. (b) If, prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder was then entitled under Section 3.63.7, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in Section 3.63.7. (c) If any Service Provider, the any Equityholder, the Trustee or any Noteholder of any Senior Claim receives any payment in respect of any Senior Claim that is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the Noteholders) and the Issuer each confirm that the payment priorities specified in Section 3.6 3.7 shall apply in all circumstances. (e) Each Noteholder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings. (f) If payment on the Notes is accelerated as a result of an Event of Default, the Issuer shall promptly notify the holders of the Senior Claims of such acceleration. (g) After all Senior Claims are paid in full and until the Subordinated Claims are paid in full, and to the extent that such Senior Claims shall have been paid with funds that would, but for the subordination pursuant to this Article X, have been paid to and retained by such holders of Subordinated Claims, the holders of Subordinated Claims shall be subrogated to the rights of holders of Senior Claims to receive payments applicable to Senior Claims. A payment made under this Article X to holders of Senior Claims that otherwise would have been made to the holders of Subordinated Claims is not, as between the Issuer and the holders of Subordinated Claims, a payment by the Issuer. (h) No right of any holder of any Senior Claim to enforce the subordination of any Subordinated Claim shall be impaired by an act or failure to act by the Issuer or the Trustee or by any failure by either the Issuer or the Trustee to comply with this Indenture. (i) Each Noteholder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Claim, whether such Senior Claim was created or acquired before or after the issuance of such Noteholder’s claim, to acquire and continue to hold such Senior Claim, and such holder of any Senior Claim shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold such Senior Claim. Each holder of a Subordinated Claim agrees to comply with the provisions of Article IV.

Subordination of the Notes. (a) 9.1. Each of the Issuer and the Trustee (on behalf of the Noteholders) Borrower covenants and agrees, and each Noteholder, Lender by its acceptance of a Note, this Note likewise covenants and agrees, that the Notes of each class shall be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shall, to the extent provided in Section 3.6 and in the manner set forth in this Article XArticle, shall be subordinated and subject in right of payment to the prior payment in full of all accrued and unpaid government taxesindebtedness of each Borrower to Silicon Valley Bank outstanding as of the Issue Date (the "Senior Indebtedness") except any such indebtedness which by its terms is subordinated to this Note or which is subordinated to all indebtedness to which this Note is subordinated in substantially like terms as this Note. 9.2. Upon any payment or distribution of assets of a Borrower of any kind or character, filing fees and registration fees whether in cash, property or securities, to creditors upon any federaldissolution or winding up or liquidation or reorganization of a Borrower, state whether voluntary or local government entities involuntary or in bankruptcy, insolvency, receivership or other proceedings (excluding in each case federalan "Event of Dissolution"), state and local income taxes) owed by the Issuer (all principal of, premium, if any) , and interest on all Administrative Expenses payable Senior Indebtedness, due or to become due, shall first be paid in full, or provided for in money or money's worth, before any payment is made on account of the Service Providers pursuant to principal or premium of or interest on the indebtedness evidenced by this Indenture and the other Transaction DocumentsNote. Each Noteholder Upon any such Event of Dissolution, any payment or distribution of assets of a Subordinated NoteBorrower of any kind or character, by its acceptance whether in cash, property or securities (other than (i) shares of stock of a Borrower or (ii) other securities of a Subordinated NoteBorrower or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, further agrees that all amounts payable on any Subordinated Note shall, at least to the extent provided in Section 3.6 and in the manner set forth in this Article Xwith respect to this Note, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect of such Senior Indebtedness under any such plan of reorganization or readjustment), to which Lender would be subordinated entitled but for the provisions of this Article shall be paid by a Borrower or by any receiver, trustee in right bankruptcy, liquidating trustee, agent or other person making such payment or distribution (the "Paying Person") directly to the holder of the Senior Indebtedness or its representatives, or to the trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, to the extent necessary to pay the Senior Indebtedness in full in money or money's worth, after giving effect to any concurrent payment or distribution to or for the benefit of the holder of the Senior Indebtedness, before any payment or distribution is made to Lender on account of the indebtedness evidenced by this Note. Lender by acceptance hereof hereby authorizes each Borrower and each such Paying Person, on behalf of Lender and any successor holder of this Note, to make such payment or distribution to the holder of the Senior Indebtedness. 9.3. In the event that, notwithstanding the foregoing provisions of this Article, any payment or distribution of assets of a Borrower or securities of a Borrower or another corporation which by the terms of Section 9.2 should have been paid by the Paying Person making such payment to the payment in full holder of the Original Notes (and any Refinancing Notes Senior Indebtedness or its representatives shall be received by Lender in respect of the Original Notes). Any claim indebtedness evidenced by this Note before the Senior Indebtedness is paid in full or provision is made for such payment in accordance with its terms, such payment or distribution shall be held by Lender for the benefit of, and shall be paid over or delivered by Lender to, the holder of the Senior Indebtedness or its representatives, or to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment the trustees under any indenture pursuant to which another claim any instruments evidencing any of such Senior Indebtedness may have been issued, for application to the payment is a Subordinated Claim is referred of the Senior Indebtedness remaining unpaid to as a “the extent necessary to pay the Senior Claim” with respect Indebtedness in full, after giving effect to such Subordinated Claimany concurrent or previous payment or distribution to or for the benefit of the holder of the Senior Indebtedness. (b) If, prior 9.4. Subject to the payment in full of all Senior Claims then due and payableIndebtedness, Lender shall be subrogated to the Trustee rights of the holder of the Senior Indebtedness to receive payments or any Noteholder distributions of assets of a Subordinated Claim Borrower made on or in respect of the Senior Indebtedness until the principal of and interest on this Note shall have received be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holder of the Senior Indebtedness of any cash, property or securities to which Lender would be entitled but for the provisions of this Article (or any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder was then entitled under Section 3.6, then such payment or distribution shall be received and held in trust by such Person and paid over by Lender to or delivered to the Trustee for application as provided in Section 3.6. (c) If any Service Provider, the Equityholder, the Trustee or any Noteholder of any Senior Claim receives any payment in respect of any Senior Claim that is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the Noteholders) and the Issuer each confirm that the payment priorities specified in Section 3.6 shall apply in all circumstances. (e) Each Noteholder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), any actions tending towards liquidation the holder of the property and assets Senior Indebtedness pursuant to Section 9.3 shall, as between a Borrower, its creditors other than the holder of the Issuer Senior Indebtedness and Lender, be deemed to be a payment by a Borrower to or on account of Senior Indebtedness, and no payments or distributions to Lender of cash, property or securities payable or distributable to the filing holder of the Senior Indebtedness to which Lender shall become entitled pursuant to the provisions of this Article shall, as between a Borrower, its creditors other than the holder of the Senior Indebtedness and Lender, be deemed to be a payment by a Borrower to Lender of or on account of this Note, it being understood that the provisions of this Article are intended solely for the purpose of defining the relative rights of Lender, on the one hand, and the holder of the Senior Indebtedness, on the other hand. 9.5. Nothing contained in this Article or elsewhere in this Note is intended to or shall impair, as between a Borrower, its creditors other than the holder of the Senior Indebtedness and Lender, the obligation of a claim for Borrower, which is absolute and unconditional, to pay to Lender the unpaid balance principal of and premium and interest on this Note, as and when the same shall become due and payable in accordance with its Notes terms, or to affect the relative rights of Lender and creditors of a Borrower other than the holder of the Senior Indebtedness, nor shall anything herein prevent Lender from exercising any remedies otherwise permitted by applicable law upon the occurrence of an Event of Default hereunder, subject to the rights, if any, under this Article of the holder of the Senior Indebtedness in respect of cash, property or securities of a Borrower received upon the form required in those proceedingsexercise of any such remedy.

Subordination of the Notes. (a) Each of the Issuer and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 3.7 and in the manner set forth in this Article X, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) Taxes owed by the Issuer (if any) and ), all Administrative Expenses payable to the Service Providers and all Tax Distributions payable to the Equityholders pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Note, by its acceptance of a Subordinated Note, further agrees that all amounts payable on any Subordinated Note shallwill, to the extent provided in Section 3.6 3.7 and in the manner set forth in this Article X, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “Subordinated Claim”; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “Senior Claim” with respect to such Subordinated Claim. (b) If, prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder was then entitled under Section 3.63.7, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in Section 3.63.7. (c) If any Service Provider, the any Equityholder, the Trustee or any Noteholder of any Senior Claim receives any payment in respect of any Senior Claim that is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the Noteholders) and the Issuer each confirm that the payment priorities specified in Section 3.6 3.7 shall apply in all circumstances. (e) Each Noteholder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings. (f) If payment on the Notes is accelerated as a result of an Event of Default, the Issuer shall promptly notify the holders of the Senior Claims of such acceleration. (g) After all Senior Claims are paid in full and until the Subordinated Claims are paid in full, and to the extent that such Senior Claims shall have been paid with funds that would, but for the subordination pursuant to this Article X, have been paid to and retained by such holders of Subordinated Claims, the holders of Subordinated Claims shall be subrogated to the rights of holders of Senior Claims to receive payments applicable to Senior Claims. A payment made under this Article X to holders of Senior Claims that otherwise would have been made to the holders of Subordinated Claims is not, as between the Issuer and the holders of Subordinated Claims, a payment by the Issuer. (h) No right of any holder of any Senior Claim to enforce the subordination of any Subordinated Claim shall be impaired by an act or failure to act by the Issuer or the Trustee or by any failure by either the Issuer or the Trustee to comply with this Indenture. (i) Each Noteholder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Claim, whether such Senior Claim was created or acquired before or after the issuance of such Noteholder’s claim, to acquire and continue to hold such Senior Claim, and such holder of any Senior Claim shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold such Senior Claim. Each holder of a Subordinated Claim agrees to comply with the provisions of Article IV.

Subordination of the Notes. (a) Each of the Issuer Royalty Sub and the Trustee (on behalf of the Noteholders) covenants and agrees, and each Noteholder, by its acceptance of a Note, covenants and agrees, that the Notes of each class shall will be issued subject to the provisions of this Article X. Each Noteholder, by its acceptance of a Note, further agrees that all amounts payable on any Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article XX and Section 3.7 of the Intercreditor Agreement, be subordinated in right of payment to the prior payment in full of all accrued and unpaid government taxes, filing fees and registration fees to any federal, state or local government entities (excluding in each case federal, state and local income taxes) owed by the Issuer (if any) and all Administrative Expenses payable to the Service Providers pursuant to this Indenture and the other Transaction Documents. Each Noteholder of a Subordinated Class B Note, by its acceptance of a Subordinated Class B Note, further agrees that all amounts payable on any Subordinated Class B Note shallwill, to the extent provided in Section 3.6 and in the manner set forth in this Article XX and Section 3.7 of the Intercreditor Agreement, be subordinated in right of payment to the payment in full of the Original Notes (and any Refinancing Notes in respect of the Original Class A Notes). Any claim to payment so stated to be subordinated is referred to as a “"Subordinated Claim”"; each claim to payment to which another claim to payment is a Subordinated Claim is referred to as a “"Senior Claim” " with respect to such Subordinated Claim. (b) If, prior to the payment in full of all Senior Claims then due and payable, the Trustee or any Noteholder of a Subordinated Claim shall have received any payment or distribution in respect of such Subordinated Claim in excess of the amount to which such Noteholder was then entitled under Section 3.63.7 of the Intercreditor Agreement, then such payment or distribution shall be received and held in trust by such Person and paid over or delivered to the Trustee for application as provided in Section 3.63.7 of the Intercreditor Agreement. (c) If any Service Provider, the Equityholder, the Trustee or any Noteholder of any Senior Claim receives any payment in respect of any Senior Claim that which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect and shall be entitled to the benefits of this Article X, all as if such payment had not been received. (d) The Trustee (on its own behalf and on behalf of the Noteholders) and the Issuer Royalty Sub each confirm that the payment priorities specified in Section 3.6 3.7 of the Intercreditor Agreement shall apply in all circumstances. (e) Each Noteholder, by its acceptance of a Note, authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article X, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Issuer Royalty Sub (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), any actions tending towards liquidation of the property and assets of the Issuer Royalty Sub or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings. (f) After all Senior Claims are paid in full and until the Subordinated Claims are paid in full, and to the extent that such Senior Claims shall have been paid with funds that would, but for the subordination pursuant to this Article X, have been paid to and retained by such holders of Subordinated Claims, the holders of Subordinated Claims shall be subrogated to the rights of holders of Senior Claims to receive payments applicable to Senior Claims. A payment made under this Article X to holders of Senior Claims which otherwise would have been made to the holders of Subordinated Claims is not, as between Royalty Sub and the holders of Subordinated Claims, a payment by Royalty Sub. (g) No right of any holder of any Senior Claim to enforce the subordination of any Subordinated Claim shall be impaired by an act or failure to act by Royalty Sub or the Trustee or by any failure by either Royalty Sub or the Trustee to comply with this Indenture. (h) Each Noteholder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Claim, whether such Senior Claim was created or acquired before or after the issuance of such Noteholder's claim, to acquire and continue to hold such Senior Claim, and such holder of any Senior Claim shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold such Senior Claim. Each holder of a Subordinated Claim agrees to comply with the provisions of Article IV.