Common use of Subordination Clause in Contracts

Subordination. (a) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. If Borrower or any other Loan Party is now or hereafter becomes indebted to one or more Guarantors (a) The terms such indebtedness and all interest thereon is referred to as the “Affiliated Debt”), such Affiliated Debt shall be subordinate in all respects to the full payment and performance of this Section 4(a) the Obligations, and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The no Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee shall be entitled to make any enforce or receive payment with respect to any Affiliated Debt until the Debentures are expressly postponed Release Date. Each Guarantor agrees that any Liens, mortgages, deeds of trust, security interests, judgment liens, charges or other encumbrances upon any Loan Party’s assets securing the payment of the Affiliated Debt shall be and subordinatedremain subordinate and inferior to any Liens, mortgages, deeds of trust, security interests, judgment liens, charges or other encumbrances upon any Loan Party’s assets securing the payment of the Obligations, and without the prior written consent of Administrative Agent, no Guarantor shall exercise or enforce any creditor’s rights of any nature against any Loan Party to collect the Affiliated Debt (other than demand payment therefor). In the event of the receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving Borrower or any applicable Loan Party as a debtor, Administrative Agent has the right and authority, either in its own name or as attorney-in-fact for any applicable Guarantor, to file such proof of debt, claim, petition or other documents and to take such other steps as are necessary to prove its rights hereunder and receive directly from the extent receiver, trustee or other court custodian, payments, distributions or other dividends which would otherwise be payable upon the Affiliated Debt. Each Guarantor hereby assigns such payments, distributions and dividends to Administrative Agent, and irrevocably appoints Administrative Agent as its true and lawful attorney-in-fact with authority to make and file in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms name of such Policy Liabilities Guarantor any proof of debt, amendment of proof of debt, claim, petition or other document in such proceedings and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payablesums becoming distributable on account of the Affiliated Debt, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant execute such other documents and to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, give acquittances therefor and to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities do and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of perform all such Policy Liabilities other acts and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities things for and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of such Guarantor as may be necessary in the Holders or opinion of Administrative Agent in order to have the Affiliated Debt allowed in any Holder before all Policy Liabilities such proceeding and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments payments, distributions or distributions dividends of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyAffiliated Debt. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms Notwithstanding the date, time, manner or order of this Section 4(a) and Section 4(c) have paramountcy over filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the terms Shared Collateral or of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee any Liens granted to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors Representative or any other marshalling Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the assets foregoing) and liabilities notwithstanding any provision of the Guarantor UCC, any applicable law, any Second Priority Debt Document or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor any Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, Debt Document or any other amount payablecircumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any interest thereon, due thereon before Lien on the Shared Collateral securing any Holder is entitled to receive Senior Obligations now or hereafter held by or on behalf of any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price Senior Representative or any other amount payable Senior Secured Party or other agent or trustee therefor, regardless of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or characterhow acquired, whether in cashby grant, property or securitiesstatute, to which the Holders or the Trustee would be entitled except for the provisions operation of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distributionlaw, whether a trustee in bankruptcy, a receiver or liquidating trustee subrogation or otherwise, directly to the holders of Policy Liabilities shall have priority over and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment be senior in full of all such Policy Liabilities respects and Guarantor Senior Indebtedness remaining unpaid, after giving effect prior to any concurrent payment Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or distribution to the holders hereafter held by or on behalf of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoingany Second Priority Representative, any payment Second Priority Debt Parties or distribution any Second Priority Representative or other agent or trustee therefor, regardless of assets of the Guarantor of any kind or characterhow acquired, whether in cashby grant, property statute, operation of law, subrogation or securitiesotherwise, shall be received by junior and subordinate in all respects to all Liens on the Trustee Shared Collateral securing any Senior Obligations. All Liens on behalf the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Holders or Company, any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, Grantor or any other amount payablePerson or otherwise subordinated, and any interest thereonvoided, of avoided, invalidated or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedylapsed. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms 8.1 Subordination of this Section 4(a) and Section 4(c) rights of Guarantor Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment been irrevocably paid in full of and unless the Facility Agent otherwise directs, all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of rights which the Guarantor upon at any dissolution, winding-up, liquidation or reorganization of the Guarantor, time has (whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other transaction) against the Borrower, any other Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents; and in particular, the Guarantor shall not: (a) claim, or in a bankruptcy of the Borrower or any other Obligor prove for, any amount payablepayable to the Guarantor by the Borrower or any other Obligor, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee whether in respect of the principal, premium, interest, redemption price this Guarantee or any other amount payable of or on the Debentures, or interest on overdue amounts thereoftransaction; (iib) take or enforce any Security Interest for any such amount; (c) exercise any right to be indemnified by an Obligor; (d) bring legal or other proceedings for an order requiring the Borrower or any other Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under this Guarantee; (e) claim to set-off any such amount against any amount payable by the Guarantor to the Borrower or any other Obligor; or (f) claim any subrogation or right of contribution or other right in respect of any Finance Document or any sum received or recovered by any Secured Party under a Finance Document. If the Guarantor receives any benefit, payment or distribution of assets of the Guarantor of any kind or characterin relation to such rights it shall hold that benefit, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, distribution to the extent necessary to make payment enable all amounts which may be or become payable to the Secured Parties by the Obligors under or in connection with the Finance Documents to be repaid in full of all such Policy Liabilities on trust for the Secured Parties and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment shall promptly pay or distribution transfer the same to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in Security Trustee or as the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Security Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, direct for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders Loan Agreement and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullFinance Documents.

Subordination. The rights and claims of the holders of the Tier 2 Notes (athe Tier 2 Noteholders), of the holders of the Coupons (if any) The terms of this Section 4(arelating thereto (such Coupons, the Tier 2 Coupons (which expression includes, where the context so admits, the Talons (if any) relating to such Coupons (the Tier 2 Talons) and Section 4(csuch holders, the Tier 2 Couponholders, which expression includes, where the context so admits, the holders of the Tier 2 Talons) have paramountcy over and of the terms Trustee (on behalf of every other section Tier 2 Noteholders and/or Tier 2 Couponholders but not the rights and claims of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations Trustee in its personal capacity under this Subordinated Guarantee to make Trust Deed) against the Issuer in respect of or arising under the Tier 2 Notes and the relative Tier 2 Coupons and this Trust Deed (including any payment with respect amounts attributable to the Debentures are expressly postponed Tier 2 Notes and the relative Tier 2 Coupons and this Trust Deed and any damages awarded for breach of any obligations) will be subordinated, in the event of the Winding Up or a Qualifying Procedure of the Issuer, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full claims of all Policy Liabilities and all Guarantor Senior Indebtedness, Creditors (as defined in accordance Clause 5(b)) but shall rank at least pari passu with the terms claims of such Policy Liabilities Parity Creditors and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution with the claims of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities other subordinated obligations (including guarantee obligations) of the Issuer which by law rank, or by their terms are expressed to rank, pari passu with the Tier 2 Notes and/or Tier 2 Coupons and shall rank in priority to the claims of Junior Creditors, the claims of holders of all Guarantor Senior Indebtedness undated or perpetual, junior subordinated obligations (including guarantee obligations) of the Issuer and to the claims of holders of all classes of share capital of the Issuer and, accordingly, no amount shall be entitled payable to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, the Tier 2 Noteholders or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee the Tier 2 Couponholders in respect of the principal, premium, interest, redemption price Tier 2 Notes and the relative Tier 2 Coupons (if any) until the claims of all Senior Creditors admitted in the Winding Up or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may Qualifying Procedure have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofsatisfied. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms 8.1 Subordination of this Section 4(a) and Section 4(c) rights of Guarantor Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment been irrevocably paid in full of and unless the Agent otherwise directs, all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of rights which the Guarantor upon at any dissolution, winding-up, liquidation or reorganization of the Guarantor, time has (whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other transaction) against the Borrower, any other Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents; and in particular, the Guarantor shall not: (a) claim, or in a bankruptcy of the Borrower or any other Obligor prove for, any amount payablepayable to the Guarantor by the Borrower or any other Obligor, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee whether in respect of the principal, premium, interest, redemption price this Guarantee or any other amount payable of or on the Debentures, or interest on overdue amounts thereoftransaction; (iib) take or enforce any Security Interest for any such amount; (c) exercise any right to be indemnified by an Obligor; (d) bring legal or other proceedings for an order requiring the Borrower or any other Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under this Guarantee; (e) claim to set-off any such amount against any amount payable by the Guarantor to the Borrower or any other Obligor; or (f) claim any subrogation or right of contribution or other right in respect of any Finance Document or any sum received or recovered by any Secured Party under a Finance Document. If the Guarantor receives any benefit, payment or distribution of assets of the Guarantor of any kind or characterin relation to such rights it shall hold that benefit, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, distribution to the extent necessary to make payment enable all amounts which may be or become payable to the Secured Parties by the Obligors under or in connection with the Finance Documents to be repaid in full of all such Policy Liabilities on trust for the Secured Parties and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment shall promptly pay or distribution transfer the same to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in Security Trustee or as the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Security Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, direct for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders Loan Agreement and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullFinance Documents.

Subordination. Notwithstanding any provision to the contrary contained in this Agreement, from and after the date (athe “Subordination Date”) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Borrower shall become a “Corporate Guarantor’s obligations under this Subordinated Guarantee ” pursuant to make any Clause 32.2 of that certain Facilities Agreement, dated April 11, 2014, among Höegh LNG FSRU III Ltd. and Höegh LNG FSRU IV Ltd., as borrowers, the guarantors, financial institutions and agents party thereto from time to time and Nordea Bank Norge ASA as Agent, Security Trustee and Account Bank (as the same may be amended, restated or otherwise modified from time to time, the “MUSD 412 Facility”), payment with respect to of the Debentures are expressly postponed and subordinated, to Obligations (the extent and in the manner hereinafter set forth, in right of payment “Junior Obligations”) shall be subordinated to the prior payment in full of the principal, interest, fees and any other amounts outstanding under the MUSD 412 Facility (the “Senior Obligations”). From and after the Subordination Date, holders of the Senior Obligations will be entitled to receive payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, Obligations before the Lender will be entitled to receive any payment with respect to the Junior Obligations in accordance with the terms event of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets to creditors of the Guarantor upon any dissolution, winding-up, Borrower: (i) in a liquidation or reorganization dissolution of the GuarantorBorrower; (ii) in a bankruptcy, whether in bankruptcyreorganization, insolvency, reorganization receivership or receivership proceedings or upon similar proceeding relating to the Borrower and its properties; (iii) in an assignment for the benefit of creditors or creditors; (iv) in any other marshalling of the assets and liabilities of the Guarantor Borrower; or otherwise (subject to v) at any time after a Default (as defined in the power MUSD 412 Facility) has occurred and is continuing. Notwithstanding the occurrence of a court of competent jurisdiction to the Subordination Date, for so long as no Default (as defined in the MUSD 412 Facility) has occurred and is continuing at such time, the Borrower may make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities (and the Guarantor Senior Indebtedness Lender may receive and retain and apply in satisfaction of the holders thereof with respect Junior Obligations) payments of the Junior Obligations from time to payments time in respect of this Subordinated Guarantee its sole and absolute discretion. Amounts received by the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee Lender in respect of the principal, premium, interest, redemption price or any other amount payable of or on Junior Obligations when payment thereof is prohibited by this Section 2.13 shall be held by the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether Lender in cash, property or securities, to which the Holders or the Trustee would be entitled except trust for the provisions benefit of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities the Senior Obligations and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid turned over to the holders of such Policy Liabilities and Guarantor the Senior Indebtedness or their representative or representatives or to Obligations upon the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights written request of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, Security Trustee (as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default defined under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyMUSD 412 Facility). (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Secured Parties on the Shared Collateral or of any Liens granted to any Senior Priority Representative or any other Senior Priority Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any Applicable Law, any Second Priority Debt Document or any Senior Priority Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, hereby agrees that (a) The terms any Lien on the Shared Collateral securing any Senior Priority Obligations now or hereafter held by or on behalf of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors Priority Representative or any other marshalling Senior Priority Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the assets Shared Collateral securing any Second Priority Debt Obligations and liabilities of (b) any Lien on the Guarantor Shared Collateral securing any Second Priority Debt Obligations now or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders hereafter held by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full on behalf of any principal thereofSecond Priority Representative, premium, if any, interest, redemption price, if any, any Second Priority Secured Parties or any other amount payableagent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any interest thereonSenior Priority Obligations. All Liens on the Shared Collateral securing any Senior Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, due thereon before whether or not such Liens securing any Holder is entitled Senior Priority Obligations are subordinated to receive any payment pursuant to this Subordinated Guarantee in respect Lien securing any other obligation of the principalBorrower, premium, interest, redemption price any Grantor or any other amount payable of Person or on the Debenturesotherwise subordinated, voided, avoided, invalidated or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereoflapsed. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms Notwithstanding the date, time, manner or order of this Section 4(a) and Section 4(c) have paramountcy over filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Junior Priority Representative or any Junior Priority Debt Parties on the terms Shared Collateral or of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee any Liens granted to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors Representative or any other marshalling Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the assets foregoing) and liabilities notwithstanding any provision of the Guarantor UCC, any applicable law, any Junior Priority Debt Document or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor any Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, Debt Document or any other amount payablecircumstance whatsoever, each Junior Priority Representative, on behalf of itself and each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby agrees that (a) any interest thereon, due thereon before Lien on the Shared Collateral securing any Holder is entitled to receive Senior Obligations now or hereafter held by or on behalf of any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price Senior Representative or any other amount payable Senior Secured Party or other agent or trustee therefor, regardless of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or characterhow acquired, whether in cashby grant, property or securitiesstatute, to which the Holders or the Trustee would be entitled except for the provisions operation of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distributionlaw, whether a trustee in bankruptcy, a receiver or liquidating trustee subrogation or otherwise, directly to the holders of Policy Liabilities shall have priority over and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment be senior in full of all such Policy Liabilities respects and Guarantor Senior Indebtedness remaining unpaid, after giving effect prior to any concurrent payment Lien on the Shared Collateral securing any Junior Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Junior Priority Debt Obligations now or distribution to the holders hereafter held by or on behalf of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoingany Junior Priority Representative, any payment Junior Priority Debt Parties or distribution other agent or trustee therefor, regardless of assets of the Guarantor of any kind or characterhow acquired, whether in cashby grant, property statute, operation of law, subrogation or securitiesotherwise, shall be received by junior and subordinate in all respects to all Liens on the Trustee Shared Collateral securing any Senior Obligations. All Liens on behalf the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Junior Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Holders or Borrower, any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, Grantor or any other amount payablePerson or otherwise subordinated, and any interest thereonvoided, of avoided, invalidated or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedylapsed. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) The terms any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors Representative or any other marshalling Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of Borrower, any principal thereof, premium, if any, interest, redemption price, if any, Grantor or any other amount payablePerson or otherwise subordinated, and any interest thereonvoided, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principalavoided, premium, interest, redemption price invalidated or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereoflapsed. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Each Guarantor covenants and hereby agrees that any Indebtedness of any Loan Party permitted pursuant to Section 6.01(d) (the Guarantor“Guarantor Subordinated Debt”) shall be subordinated to such Loan Party’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and Secured Obligations in the manner hereinafter set forthforth in the Intercompany Note evidencing such Indebtedness and that, except as permitted under Section 6.16 of the Credit Agreement, the Guarantor Subordinated Debt shall not be paid in right whole or in part until the Secured Obligations have been paid in full and this Guarantee Agreement is terminated and of no further force or effect. No Guarantor shall accept any payment of or on account of any Guarantor Subordinated Debt at any time in contravention of the foregoing. Upon the occurrence and during the continuance of an Event of Default, the Loan Parties shall at Administrative Agent’s direction pay to the prior Administrative Agent any payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets part of the Guarantor upon Subordinated Debt and any dissolution, winding-up, liquidation or reorganization amount so paid to the Administrative Agent shall be applied to payment of the GuarantorSecured Obligations in the order of priority set forth in Section 7.05 of the Credit Agreement, whether as though the Administrative Agent were the Collateral Agent. Each payment on the Guarantor Subordinated Debt received in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment violation of any of the provisions hereof shall be deemed to have been received by such Guarantor as trustee for the benefit of creditors or any other marshalling of the assets Guarantied Parties and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders Administrative Agent immediately on account of the Secured Obligations, but without otherwise affecting in any manner such Guarantor’s liability hereof. Each Guarantor agrees to file all claims against any Loan Party in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt, and the Administrative Agent shall be entitled to all of such Policy Liabilities and Guarantor’s rights thereunder. If for any reason a Guarantor Senior Indebtedness or their representative or representatives or fails to file such claim at least five Business Days prior to the trustee last date on which such claim should be filed, such Guarantor hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in such Guarantor’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or trustees under any indenture under which any instruments evidencing any its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the Person or Persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Administrative Agent all of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect Guarantor’s rights to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to which such Guarantor otherwise would be entitled. If the Holders of cashamount so paid is greater than such Guarantor’s liability hereunder, property or securities otherwise distributable the Administrative Agent shall promptly pay the excess amount to the Policy Liabilities and party entitled thereto. In addition, each Guarantor Senior Indebtedness shall, hereby irrevocably appoints the Administrative Agent as between the its attorney-in-fact to exercise all of such Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be ’s voting rights as a payment by the Guarantor to Creditor in connection with any bankruptcy proceeding or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely any plan for the purpose reorganization of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyLoan Party. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. All payments on account of all indebtedness, liabilities and other obligations of any Borrower to any Subsidiary Guarantor or to any other Subsidiary Guarantor, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined (athe “Guarantor Subordinated Indebtedness”) The terms will be subject, subordinate and junior in right of this Section 4(a) payment and Section 4(c) have paramountcy over the terms exercise of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinatedremedies, to the extent and in the manner hereinafter set forthforth herein, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets cash of the Guarantor upon Guaranteed Obligations. Subject to Section 7.06, as long as any dissolution, winding-up, liquidation or reorganization of the GuarantorGuaranteed Obligations (other than unasserted contingent indemnification obligations) will remain outstanding and unpaid, whether in bankruptcy, insolvency, reorganization each Subsidiary Guarantor will not accept or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution by or on behalf of any Borrower or any other Subsidiary Guarantor, directly or indirectly, or assets of the Guarantor any Borrower or any other Subsidiary Guarantor, of any kind or character, whether in cash, property or securities, including on account of the purchase, redemption or other acquisition of Guarantor Subordinated Indebtedness, as a result of any collection, sale or other disposition of collateral, or by setoff, exchange or in any other manner, for or on account of the Guarantor Subordinated Indebtedness (“Guarantor Subordinated Indebtedness Payments”), except that, so long as an Event of Default does not then exist, each Subsidiary Guarantor will be entitled to which the Holders accept and receive payments on its Guarantor Subordinated Indebtedness in accordance with past business practices of such Subsidiary Guarantor and such Borrower (or any other applicable Guarantor) and not in contravention of any Law or the Trustee would terms of the Loan Documents. If any Guarantor Subordinated Indebtedness Payments will be entitled except for the provisions received in contravention of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full10.15, such payment or distribution shall Guarantor Subordinated Indebtedness Payments will be held in trust for the benefit of Administrative Agent and Lending Parties and will be paid over or delivered to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, Administrative Agent for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated Guaranteed Obligations remaining unpaid to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness extent necessary to receive payments or distributions of cash, property or securities of the Guarantor applicable give effect to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or this Section 10.15 after giving effect to any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no concurrent payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities Administrative Agent and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness Lending Parties in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyGuaranteed Obligations. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms Upon payment by any Guarantor of this Section 4(a) any Guaranteed Obligations, all rights of such Guarantor against any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, junior in right of payment to the prior indefeasible payment in full in cash of all Policy Liabilities the Guaranteed Obligations and the termination of the Aggregate Total Commitments. In addition, any indebtedness of any Loan Party now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all of the Guaranteed Obligations. Notwithstanding the foregoing, prior to the occurrence of an Event of Default, any Loan Party may make payments to any Guarantor Senior Indebtednesson account of any such indebtedness. After the occurrence and during the continuance of an Event of Default, no Guarantor will demand, xxx for, or otherwise attempt to collect any such indebtedness. If any amount shall erroneously be paid to any Guarantor on account of (a) such subrogation, contribution, reimbursement, indemnity or similar right or (b) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Credit Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of such Policy Liabilities and the Credit Agreement. Subject to the foregoing, to the extent that any Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon shall, repay any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation Guaranteed Obligations constituting Loans made to another Loan Party under the Credit Agreement or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or other Guaranteed Obligations incurred directly and primarily by any other marshalling of the assets and liabilities of Loan Party (an “Accommodation Payment”), then the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness making such Accommodation Payment shall be entitled to receive payment contribution and indemnification from, and be reimbursed by, each of the other Domestic Loan Parties in full an amount, for each of such other Domestic Loan Parties, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Domestic Loan Party’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Domestic Loan Parties. As of any principal thereofdate of determination, premium, if any, interest, redemption price, if any, the “Allocable Amount” of any Guarantor and each other Domestic Loan Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Guarantor or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect Domestic Loan Party hereunder without (a) rendering such Person “insolvent” within the meaning of Section 101 (31) of the principalBankruptcy Code, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets Section 2 of the Guarantor of any kind Uniform Fraudulent Transfer Act (“UFTA”) or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets 2 of the Guarantor of any kind or characterUniform Fraudulent Conveyance Act (“UFCA”), whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to leaving such Person with unreasonably small capital or assets, within the payment in full meaning of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights Section 548 of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cashBankruptcy Code, property or securities Section 4 of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if anyUFTA, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account Section 5 of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their termsUFCA, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by leaving such Person unable to pay its debts as they become due within the Guarantor on account meaning of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights Section 548 of the Holders and Bankruptcy Code or Section 4 of the Trustee against UFTA, or Section 5 of the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullUFCA.

Subordination. Notwithstanding anything to the contrary contained herein or in any other document executed and delivered in connection with this Agreement but subject at all times to the Postponement and Subordination Agreement, each of the parties hereto acknowledges, agrees and covenants that all of the Borrower’s indebtedness and other obligations hereunder and under any other documents or instruments executed and delivered in connection herewith or pursuant to the terms hereof or thereof (athe “Borrower Obligations”) The terms shall at all times remain inferior and junior and shall be subordinated in full to all present and future indebtedness, liabilities and obligations of this Section 4(athe Borrower to the Senior Agents and the Senior Secured Parties under the Senior Credit Agreements and any other documents creating or evidencing the hypothecs or other security granted or to be granted to the Senior Agents and the Senior Secured Parties as security for the obligations under the Senior Credit Agreements and any other agreement, document or instrument ancillary or accessory thereto, as amended, supplemented or replaced from time to time, in capital, interest, fees and accessories including interest on overdue interest, fees and accessories (the “Senior Indebtedness”) and Section 4(c) have paramountcy over that payment of the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forthBorrower Obligations, in right of payment to the prior payment whole or in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantorpart, whether in bankruptcyprincipal, insolvencyinterest, reorganization fees, accessories or receivership proceedings otherwise, whether at maturity, before maturity or upon an assignment default, shall be postponed to the indefeasible payment of the Senior Indebtedness in full in cash unless otherwise allowed by the Postponement and Subordination Agreement or the written authorization of the Senior Agents. In addition, the Borrower Obligations shall at all times remain unsecured. This provision is intended for the benefit of creditors or any other marshalling of, and each of the assets Senior Agents are third party beneficiaries of this provision, and liabilities may be enforced by, each of the Guarantor Senior Agents and Senior Secured Parties, as third parties beneficiaries of this provision. This Agreement may not be amended, waived or otherwise (subject to modified without the power prior written consent of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor each Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofAgent. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms Subject to Section 3.1, payment of this Section 4(a) the Subordinated Debt is and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants shall be expressly subordinate and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, junior in right of payment to the prior payment in full in cash of all Policy Liabilities the Senior Debt to the extent and all Guarantor Senior Indebtednessin the manner set forth herein, and the Subordinated Debt is hereby so subordinated as a claim against Subordinated Borrower or any of the assets of Subordinated Borrower, whether such claim be (i) in accordance with the terms event of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of the assets of the Guarantor Subordinated Borrower upon any voluntary or involuntary dissolution, winding-up, total or partial liquidation or reorganization of the Guarantorreorganization, whether in or bankruptcy, insolvency, reorganization receivership or receivership other statutory or common law proceedings or upon an arrangements involving Subordinated Borrower or the readjustment of its liabilities or any assignment for the benefit of creditors or any marshaling of its assets or liabilities (collectively called a "Reorganization"), or (ii) other marshalling of the assets and liabilities of the Guarantor or otherwise (subject than in connection with a Reorganization, to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive prior payment in full in cash of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to the Senior Debt. (b) If Subordinated Lender shall receive any payment pursuant to this Subordinated Guarantee in respect violation of the principalterms hereof, premiumit shall hold such payment in trust for the benefit of the Senior Creditors and forthwith pay it over to the Senior Creditors, interestratably according to the aggregate amounts remaining unpaid on account of the Senior Debt, redemption price or any other amount payable for application to and payment of or on the Debentures, or interest on overdue amounts thereof;Senior Debt. (iic) In the event of any Reorganization relative to Subordinated Borrower or its properties, then all of the Senior Debt shall first be paid in full in cash before any payment is made upon the Subordinated Debt, and in any such proceedings any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, cash or property or securities, to which may be payable or deliverable in respect of the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) Subordinated Debt shall be paid by or delivered directly to the liquidating trustee Senior Creditors, ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt, for application in payment of the Senior Debt, unless and until all the Senior Debt is paid in full in cash, and Subordinated Lender hereby irrevocably authorizes the Agent, as attorney-in-fact for Subordinated Lender, to vote any claim or agent proof of claim in such proceedings in respect of the Subordinated Debt, to file or other person making prove any claim in such proceedings in respect of the Subordinated Debt, to demand, sue for, collect and receive any such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of axxxy such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders payment of the Senior Debt, and to take such other action (including acceptance or rejection of any plan of Reorganization) in the name of Subordinated Lender or of the relevant Senior Creditors as the Agent may deem necessary or advisable for the enforcement of the provisions hereof. Subordinated Lender shall execute and deliver such other and further powers of attorney, assignments, proofs of claim or other instruments, and take such other actions, as may be requested by the Agent in order to enable the Agent to accomplish any of the foregoing, but only with respect to Subordinated Lender's capacity as a holder hereof and not in respect of any other relationship between Subordinated Lender and Subordinated Borrower. Consistent with, but not in limitation of, the foregoing, in such an event, the Agent shall be deemed to be the assigned (and thus the holder) of such Policy Liabilities claims or proof of claims and Guarantor Senior Indebtedness shall have the right to assert and vote such claims in any Reorganization, including, without limitation, through the filing of any proof of claim therein and the casting of any ballots to accept or reject any plan of reorganization proposed by, for, or with respect thereof; andto any such Reorganization. (iiid) in In the event that, notwithstanding the foregoing, upon any such Reorganization, any payment or distribution of the assets of the Guarantor Subordinated Borrower of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf Subordinated Lender in respect of the Holders or any Holder Subordinated Debt before all Policy Liabilities and all Guarantor Senior Indebtedness Debt is paid in fullfull in cash, such payment or distribution shall be held in trust for the Senior Creditors and shall forthwith be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or Creditors, ratably according to the trustee or trustees under any indenture under which any instruments evidencing any aggregate amounts remaining unpaid on account of such Policy Liabilities and Guarantor the Senior Indebtedness may have been issued, as their respective interests may appearDebt, for application to the payment of all Policy Liabilities and all Guarantor the Senior Indebtedness remaining unpaid Debt until all such Policy Liabilities and Guarantor Senior Indebtedness Debt shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness full in respect thereofcash. (be) Subject to Subordinated Lender agrees that, until the payment Senior Debt has been paid in full in cash, except as expressly provided by Section 3.1, it will not take, demand or receive, or take any action to accelerate or collect, any payment of all Policy Liabilities or any part of the Subordinated Debt. (f) The Senior Creditors, or any of them, may, at any time and all Guarantor Senior Indebtedness when due from time to time, without the consent of or notice to Subordinated Lender, without incurring any responsibility to Subordinated Lender, and owing, the Holders shall be subrogated to without impairing or releasing any of the rights of the holders of Policy Liabilities and Guarantor any Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if anyCreditor, or any other of the obligations of Subordinated Lender: (i) change the amount payable, and any interest thereon, or terms of or on renew or extend any Senior Debt or enter into or amend in any manner any agreement relating to any Senior Debt; (ii) sell, exchange, release or otherwise deal with any property at any time pledged or mortgaged to secure any Senior Debt; (iii) release anyone liable in any manner for the Debentures shall be paid in full payment or collection of any Senior Debt; and (iv) exercise or refrain from exercising any rights against Subordinated Borrower and no payments others (including Subordinated Lender). (g) Subordinated Lender hereby waives notice of or distributions to proof of reliance by any Senior Creditor upon the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtednessprovisions hereof, and the Holders, Senior Debt shall conclusively be deemed to have been created, contracted, incurred or maintained in reliance upon the provisions hereof. (h) Each Senior Creditor shall be a payment by the Guarantor to or on account third-party beneficiary of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy3.2. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. The Notes are subordinated to Senior Debt, which is all Indebtedness and other Obligations specified below payable directly or indirectly the Company, or any of its Restricted Subsidiaries whether outstanding on the date of the Indenture or thereafter created, incurred or assumed by the Company or any of its Restricted Subsidiaries: (ai) The the principal of, interest on and all other Obligations related to the New Credit Facility (including without limitation all loans, letters of credit and other extensions of credit under the New Credit Facility, and all expenses, fees, reimbursements, indemnities and other amounts owing pursuant to the New Credit Facility); (ii) amounts payable in respect of any Hedging Obligations; (iii) all Indebtedness not prohibited by Section 4.9 hereof that is not expressly pari passu with or subordinated to the Senior Subordinated Notes; and (iv) all permitted renewals, extensions, refundings or refinancings thereof. All post-petition interest on Senior Debt shall constitute Senior Debt. Notwithstanding anything to the contrary in the foregoing, Senior Debt will not include (i) Indebtedness of the Company or any of its Restricted Subsidiaries to any other Restricted Subsidiaries which is not a Subsidiary Guarantor, (ii) any Indebtedness which by the express terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that agreement or instrument creating, evidencing or governing the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, same is junior or subordinate in right of payment to the prior payment in full any item of all Policy Liabilities and all Guarantor Senior IndebtednessDebt, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) any trade payable arising from the purchase of goods or materials or for services obtained in the event thatordinary course of business, notwithstanding the foregoing, any payment or distribution of assets (iv) Indebtedness incurred in violation of the Guarantor of any kind or character, whether Indenture. To the extent provided in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject Senior Debt must be paid before the Notes may be paid. The Company agrees and each Holder of Notes by accepting a Note consents and agrees to the rights, if any, under this paragraph or paragraph (a) above of subordination provided in the holders of Policy Liabilities Indenture and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and authorizes the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullgive it effect.

Subordination. If a Borrower or any other Loan Party is now or hereafter becomes indebted to one or more Guarantors (a) The terms such indebtedness and all interest thereon is referred to as the “Affiliated Debt”), such Affiliated Debt shall be subordinate in all respects to the full payment and performance of this Section 4(a) the Obligations, and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The no Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee shall be entitled to make any enforce or receive payment with respect to any Affiliated Debt until the Debentures are expressly postponed Release Date. Each Guarantor agrees that any Liens, mortgages, deeds of trust, security interests, judgment liens, charges or other encumbrances upon any Loan Party’s assets securing the payment of the Affiliated Debt shall be and subordinatedremain subordinate and inferior to any Liens, mortgages, deeds of trust, security interests, judgment liens, charges or other encumbrances upon any Loan Party’s assets securing the payment of the Obligations, and without the prior written consent of Administrative Agent, no Guarantor shall exercise or enforce any creditor’s rights of any nature against any Loan Party to collect the Affiliated Debt (other than demand payment therefor). In the event of the receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Borrower or any applicable Loan Party as a debtor, Administrative Agent has the right and authority, either in its own name or as attorney-in-fact for any applicable Guarantor, to file such proof of debt, claim, petition or other documents and to take such other steps as are necessary to prove its rights hereunder and receive directly from the extent receiver, trustee or other court custodian, payments, distributions or other dividends which would otherwise be payable upon the Affiliated Debt. Each Guarantor hereby assigns such payments, distributions and dividends to Administrative Agent, and irrevocably appoints Administrative Agent as its true and lawful attorney-in-fact with authority to make and file in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms name of such Policy Liabilities Guarantor any proof of debt, amendment of proof of debt, claim, petition or other document in such proceedings and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payablesums becoming distributable on account of the Affiliated Debt, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant execute such other documents and to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, give acquittances therefor and to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities do and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of perform all such Policy Liabilities other acts and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities things for and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of such Guarantor as may be necessary in the Holders or opinion of Administrative Agent in order to have the Affiliated Debt allowed in any Holder before all Policy Liabilities such proceeding and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments payments, distributions or distributions dividends of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyAffiliated Debt. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. All payments on account of all indebtedness, liabilities and other obligations of any Borrower to any Guarantor or to any other Subordinated Guarantor, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined (athe “Guarantor Subordinated Debt”) The terms shall be subject, subordinate and junior in right of this Section 4(a) payment and Section 4(c) have paramountcy over the terms exercise of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinatedremedies, to the extent and in the manner hereinafter set forthforth herein, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding cash or hereinafter incurred. Upon any distribution of assets cash equivalents of the Guarantor upon Guaranteed Obligations. As long as any dissolution, winding-up, liquidation or reorganization of the GuarantorGuaranteed Obligations (other than unasserted contingent indemnification obligations) shall remain outstanding and unpaid, whether in bankruptcy, insolvency, reorganization each Guarantor shall not accept or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution by or on behalf of any Borrower or any other Guarantor, directly or indirectly, or assets of the Guarantor any Borrower or any other Guarantor, of any kind or character, whether in cash, property or securities, including on account of the purchase, redemption or other acquisition of Guarantor Subordinated Debt, as a result of any collection, sale or other disposition of collateral, or by setoff, exchange or in any other manner, for or on account of the Guarantor Subordinated Debt (“Guarantor Subordinated Debt Payments”), except that, so long as an Event of Default does not then exist, any Guarantor shall be entitled to which the Holders accept and receive payments on its Guarantor Subordinated Debt, in accordance with past business practices of such Guarantor and such Borrower (or any other applicable Guarantor) and not in contravention of any Law or the Trustee would terms of the Loan Documents. If any Guarantor Subordinated Debt Payments shall be entitled except for the provisions received in contravention of this Section 4(a) 10.14, such Guarantor Subordinated Debt Payments shall be held in trust for the benefit of Administrative Agent and the other Lending Parties and shall be paid by the liquidating trustee over or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly delivered to Administrative Agent for application to the holders payment in full in cash or cash equivalents of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, all Guaranteed Obligations remaining unpaid to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, give effect to this Section 10.14 after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, Administrative Agent and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness Lending Parties in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyGuaranteed Obligations. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (1) Each of the Secured Creditors hereby acknowledges that it has received a copy of the Guarantor Agreement and hereby agrees to be bound by the terms of the Priorities of Payment set out in the Guarantor Agreement and this Agreement. Without prejudice to Section 6.01, each of the Secured Creditors further agrees with each other party to this Agreement that, notwithstanding any other provision contained herein or in any other Transaction Document: (a) The terms it will not demand or receive payment of, or any distribution in respect of this Section 4(aor on account of, any amounts payable by the Guarantor (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to that Secured Creditor under the Transaction Documents, in cash or in kind, and Section 4(cwill not apply any money or assets in discharge of any such amounts payable to it (whether by set-off or by any other method), unless all amounts then due and payable by the Guarantor to all other Secured Creditors ranking higher in the relevant Priorities of Payments have been paid in full; (b) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect without prejudice to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantorforegoing, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities liquidation of the Guarantor or otherwise (subject any other party to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan Transaction Documents or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premiumotherwise, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution (or the proceeds of assets any enforcement of any security) is received by a Secured Creditor in respect of any amount payable by the Guarantor of any kind (or characterthe Cash Manager on its behalf) or the Bond Trustee, whether in cash, property or securitiesas applicable, to which that Secured Creditor under the Holders or the Trustee would be entitled except for relevant Transaction Document at a time when, by virtue of the provisions of the relevant Transaction Document, the Guarantor Agreement and this Section 4(a) Agreement, no payment or distribution should have been made, the amount so received shall be held by the Secured Creditor upon trust for the entity from which such payment was received and shall be paid by over to such entity forthwith upon receipt (whereupon the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such relevant payment or distribution shall be paid over deemed not to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment made or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy.received); and (c) No payment by without prejudice to Section 4.01 above, it shall not claim, rank, prove or vote as creditor of the Guarantor on account or its estate in competition with any prior ranking Secured Creditors in the relevant Priorities of principalPayments or, premiumthe Bond Trustee, interestas applicable, redemption price or any other amount payable claim a right of or on the Debentures shall be made unless full payment of set-off until all amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for to Secured Creditors who rank higher in money or money’s worth. (d) The Guarantor shall be subrogated to all rights the relevant Priorities of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall Payments have been paid in full. (2) Neither the Guarantor nor the Bond Trustee shall pay or repay, or make any distribution in respect of, any amount owing to a Secured Creditor under the relevant Transaction Documents (in cash or in kind) unless and until all amounts then due and payable by the Guarantor or the Bond Trustee to all other Secured Creditors ranking higher in the relevant Priorities of Payments have been paid in full. (3) The trusts in this Article 6 shall terminate on the date which is the day before the last day of the period that is twenty-one years after the death of the last to die of the descendants of Her Majesty, Queen Xxxxxxxxx XX, alive at the date of this Agreement. (4) Each of the Secured Creditors acknowledges that this Article 6 is without prejudice to the provisions set out in Section 7.3 of the Intercompany Loan Agreement.

Subordination. (a) The terms Notwithstanding any provision of this Section 4(aGuaranty to the contrary, all rights of the Subsidiary Guarantors under Sections 6(a) and Section 4(c6(b) have paramountcy over and all other rights of indemnity, contribution or subrogation of any Subsidiary Guarantor under applicable law or otherwise shall be fully subordinated to the terms Guaranteed Obligations until the occurrence of every other section of this Subordinated Guaranteethe Termination Date. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make Notwithstanding any payment with or payments made by any of the Subsidiary Guarantors hereunder or any set-off or appropriation or application of funds of any of the Subsidiary Guarantors by any Secured Party, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of set-off held by any Secured Party for the payment of the Guaranteed Obligations until the Termination Date shall have occurred, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Subsidiary Guarantor hereunder until the Termination Date shall have occurred. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time prior to the Debentures are expressly postponed Termination Date of the Guaranteed Obligations, such amount shall be held by such Subsidiary Guarantor in trust for the Agent and subordinatedthe other Secured Parties, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be paid to the extent Agent to be credited and in applied against the manner hereinafter set forthGuaranteed Obligations, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtednesswhether matured or unmatured, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurredthe First Lien Credit Agreement. Upon any distribution of assets No failure on the part of the Borrower or any Subsidiary Guarantor upon any dissolution, winding-up, liquidation or reorganization of to make the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors payments required by Sections 6(a) and 6(b) (or any other marshalling of payments required under applicable law or otherwise) shall in any respect limit the assets obligations and liabilities of the any Subsidiary Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payableits obligations hereunder, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect each Subsidiary Guarantor shall remain liable for the full amount of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any obligations of such Policy Liabilities or Subsidiary Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofhereunder. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms Each Guarantor hereby subordinates the payment and the time of this Section 4(a) payment of all indebtedness, liabilities and Section 4(c) have paramountcy over other obligations of the terms Borrower, and of each other Obligor, to such Guarantor of every other section kind and nature whatsoever whether now in existence or hereafter entered into or created (the “Subordinated Indebtedness”) to the payment of this all of the Obligations. Until all of the Obligations have been paid in full, the Guarantors shall not receive any payment or distribution on account of, or accept any collateral or security for, or bring any action to collect, any Subordinated GuaranteeIndebtedness. The Guarantor covenants Guarantors shall not assign, transfer, exchange, convert, pledge, forgive, or dispose of, the Subordinated Indebtedness while this Guaranty is in effect, other than the assignment, pledge and agrees that the Guarantor’s obligations security interest created under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and Guaranty in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets favor of the Beneficiary. In the event that any Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee or distribution in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or characterSubordinated Indebtedness, whether in cashvoluntary or involuntary, property and whether or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in not under any bankruptcy, a receiver insolvency or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees similar proceedings under any indenture under which law, then such Guarantor agrees and directs that any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over or delivered directly to the holders of such Policy Liabilities Beneficiary, and Guarantor Senior Indebtedness when received by the Beneficiary, and in the Beneficiary’s discretion, either held by the Beneficiary as Collateral for the Obligations or their representative or representatives or applied to the trustee Obligations, whether due or trustees under not and in such order and manner as the Beneficiary may elect. If any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution in respect of Subordinated Indebtedness is received by any Guarantor, such Guarantor shall deliver the same to the holders of such Policy Liabilities Beneficiary (with any necessary indorsement), and Guarantor Senior Indebtedness in respect thereof. (b) Subject until so delivered to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owingBeneficiary, the Holders same shall be subrogated to the rights held in trust by such Guarantor as property of the holders of Policy Liabilities Beneficiary. Each Guarantor hereby irrevocably authorizes and Guarantor Senior Indebtedness empowers the Beneficiary to demand, sue for, collect and receive payments every payment or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or distribution on account of the Debentures. It is understood that Subordinated Indebtedness and to file claims and take such other proceedings in the name of the Beneficiary or in the name of any Guarantor as the Beneficiary may deem necessary or advisable to carry out the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights Guaranty. As further assurance of the Holdersauthorization herein given, on each Guarantor agrees to execute and deliver to the one handBeneficiary any power of attorney, assignment, indorsement, or other instrument as may be requested by the Beneficiary to enable the Beneficiary to enforce any claims upon the Subordinated Indebtedness and to collect and receive any payment or distribution with respect to the Subordinated Indebtedness. To secure each Guarantor’s obligations under this Guaranty, each Guarantor assigns, pledges and grants to the Beneficiary a security interest in, and lien on, the holders of Policy Liabilities and Guarantor Senior Subordinated Indebtedness, on all proceeds thereof and all and any security and collateral therefor. Upon the other hand. Nothing contained request of the Beneficiary, each Guarantor shall indorse, assign and deliver to the Beneficiary all notes, certificates, bonds, debentures, instruments, guaranties and agreements evidencing, securing, guaranteeing, or made in this paragraph or paragraph (a) above or elsewhere in this connection with, the Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and any collateral therefor in the HoldersGuarantor’s possession or control. If the Beneficiary has possession of an instrument or chattel paper that evidences or constitutes Subordinated Indebtedness, then as to any such instrument or chattel paper, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor Beneficiary shall not be entitled obligated to enforce or take any necessary steps to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures preserve rights against prior parties. The Beneficiary shall have been paid the rights and remedies of a secured party under the Uniform Commercial Code in fulleffect in the Governing Jurisdiction with respect to the Subordinated Indebtedness and all proceeds thereof and any security and collateral therefor.

Subordination. If from time to time Borrower shall have liabilities or obligations to Guarantor, such liabilities and obligations and any and all assignments as security, grants in trust, liens, mortgages, security interests, other encumbrances, and other interests and rights securing such liabilities and obligations shall at all times be fully subordinate with respect to (a) The terms of this Section 4(aassignment as security, grant in trust, lien, mortgage, security interest, other encumbrance, and other interest and right (if any), (b) time and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment and performance, and (c) rights against any collateral therefor (if any), to the prior payment and performance in full of the Obligations and the right of Lender to realize upon any or all Policy Liabilities Collateral. Guarantor agrees that such liabilities and all obligations of Borrower to Guarantor Senior Indebtednessshall not be secured by any assignment as security, grant in accordance with trust, lien, mortgage, security interest, other encumbrance or other interest or right in any property, interests in property, or rights to property of Borrower and that during the terms continuance of such Policy Liabilities an Event of Default, Borrower shall not pay, and Guarantor Senior Indebtedness whether now outstanding shall not receive, payments of any or hereinafter incurred. Upon any distribution all liabilities or obligations of assets Borrower to Guarantor until after payment and performance of the Guarantor upon any dissolutionObligations in full, winding-up, liquidation or reorganization of the Guarantor, whether unless Lender consents thereto in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event thatwriting. If, notwithstanding the foregoing, during the continuance of an Event of Default, Guarantor receives any payment or distribution from Borrower, such payment shall be held in trust by Guarantor for the benefit of assets of the Guarantor of any kind or character, whether in cash, property or securitiesLender, shall be segregated from the other funds of Guarantor, and shall forthwith be paid by Guarantor to Lender and applied to payment of the Obligations, whether or not then due. To secure this Guaranty, Guarantor grants to Lender a lien and security interest in all liabilities and obligations of Borrower to Guarantor, in any assignments as security, grants in trust, liens, mortgages, security interests, other encumbrances, other interests or rights securing such liabilities and obligations, and in all of Guarantor’s right, title, and interest in and to any payments, property, interests in property, or rights to property acquired or received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation Borrower in respect of any amounts paid liabilities or obligations of Borrower to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullGuarantor.

Subordination. (a) The terms Guarantor and Guarantor's spouse hereby subordinate any indebtedness of this Section 4(a) and Section 4(c) have paramountcy over the terms Borrower or any of every other section of this Subordinated Guarantee. The their Subsidiaries to Guarantor covenants and agrees that the or Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect 's spouse to the Debentures are expressly postponed Guaranteed Obligations. Guarantor and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness 's spouse agree that Purchaser shall be entitled to receive payment in full on the Guaranteed Obligations before Guarantor or Guarantor's spouse receives payment of any principal thereof, premiumindebtedness of Borrower or any of their Subsidiaries to Guarantor or Guarantor's spouse. Any payments on such indebtedness of Borrower or their Subsidiaries to Guarantor or Guarantor's spouse, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securitiesPurchaser so requests, shall be collected, enforced and received by the Trustee on behalf of the Holders Guarantor or any Holder before all Policy Liabilities Guarantor's spouse as trustee for Purchaser and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to Purchaser on account of the holders Guaranteed Obligations. Purchaser is authorized and empowered (but without any obligation to so do), in its discretion, (a) in the name of such Policy Liabilities Guarantor or Guarantor's spouse, to collect and enforce, and to submit claims in respect of, indebtedness of Borrower to Guarantor Senior Indebtedness or their representative or representatives or Guarantor's spouse and to apply any amounts received thereon to the trustee Guaranteed Obligations, and (b) to require Guarantor and Guarantor's spouse (i) to collect and enforce, and to submit claims in respect of, indebtedness of Borrower or trustees under any indenture under which any instruments evidencing any of their Subsidiaries to Guarantor or Guarantor's spouse, and (ii) to pay any amounts received on such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, indebtedness to Purchaser for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in fullGuaranteed Obligations. Notwithstanding the foregoing, after giving effect to any concurrent payment or distribution prior to the holders occurrence of such Policy Liabilities and an Event of Default, Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness entitled to receive payments or distributions from Borrower compensation in the form of cash, property or securities of the Guarantor applicable salary in an aggregate amount not to Policy Liabilities exceed in any fiscal year $125,000 and Guarantor Senior Indebtedness until the principal, premium, interest, redemption priceboard approved bonuses, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. If any Borrower or any other Loan Party is now or hereafter becomes indebted to one or more Guarantors (a) The terms such indebtedness and all interest thereon is referred to as the “Affiliated Debt”), such Affiliated Debt shall be subordinate in all respects to the full payment and performance of this Section 4(a) the Obligations, and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The no Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee shall be entitled to make any enforce or receive payment with respect to any Affiliated Debt until the Debentures are expressly postponed and subordinatedRelease Date. Each Guarantor agrees that any Liens, to the extent and in the manner hereinafter set forthmortgages, in right deeds of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtednesstrust, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding security interests, judgment liens, charges or hereinafter incurred. Upon any distribution of assets of the Guarantor other encumbrances upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors Borrower’s or any other marshalling Loan Party’s assets securing the payment of the Affiliated Debt shall be and remain subordinate and inferior to any Liens, mortgages, deeds of trust, security interests, judgment liens, charges or other encumbrances upon any Borrower’s or any other Loan Party’s assets and liabilities securing the payment of the Obligations, and without the prior written consent of Administrative Agent, no Guarantor shall exercise or enforce any creditor’s rights of any nature against any Borrower or any other Loan Party to collect the Affiliated Debt (other than demand payment therefor). In the event of the receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Borrower or any applicable Loan Party as a debtor, Administrative Agent has the right and authority, either in its own name or as attorney-in-fact for any applicable Guarantor, to file such proof of debt, claim, petition or other documents and to take such other steps as are necessary to prove its rights hereunder and receive directly from the receiver, trustee or other court custodian, payments, distributions or other dividends which would otherwise (subject be payable upon the Affiliated Debt. Each Guarantor hereby assigns such payments, distributions and dividends to the power of a court of competent jurisdiction Administrative Agent, and irrevocably appoints Administrative Agent as its true and lawful attorney-in-fact with authority to make and file in the name of such Guarantor any proof of debt, amendment of proof of debt, claim, petition or other equitable provision reflecting the rights conferred document in this Subordinated Guarantee upon the Policy Liabilities such proceedings and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payablesums becoming distributable on account of the Affiliated Debt, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant execute such other documents and to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, give acquittances therefor and to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities do and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of perform all such Policy Liabilities other acts and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities things for and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of such Guarantor as may be necessary in the Holders or opinion of Administrative Agent in order to have the Affiliated Debt allowed in any Holder before all Policy Liabilities such proceeding and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments payments, distributions or distributions dividends of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyAffiliated Debt. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. The payment of the principal of, premium (a) The terms of this Section 4(aif any) and Section 4(c) have paramountcy over interest on, the terms of every other section of this Subordinated Guarantee. The Guarantor covenants Offered Securities will be subordinated and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment payment, as set forth in the Trust Indenture, to the prior payment in full of all Policy Liabilities Senior Indebtedness (as defined below) of the Fund, including indebtedness to trade and all Guarantor other creditors of the Fund. “Senior Indebtedness” of the Fund will be defined in the Trust Indenture to mean, in accordance with effect, the principal of and premium, if any, and interest on and other amounts in respect of all indebtedness, liabilities and obligations of the Fund (whether outstanding as at the date of the Trust Indenture or thereafter created, incurred, assumed or guaranteed), other than (i) indebtedness evidenced by the Offered Securities, and (ii) all other existing and future debentures or other instruments of the Fund which, by the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding the instrument creating or hereinafter incurredevidencing the indebtedness, is expressed to be pari passu with, or subordinate in right of payment to, the Offered Securities. Upon The Trust Indenture will provide that in the event of any distribution of assets of the Guarantor upon insolvency or bankruptcy proceedings, or any dissolutionreceivership, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvencyliquidation, reorganization or receivership other similar proceedings relative to the Fund, or upon an assignment to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the benefit of creditors Fund, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) Fund, then the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled Indebtedness, including any indebtedness to trade creditors, will receive payment in full before the holders of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is Offered Securities will be entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which may be payable or deliverable in any such event in respect of any of the Holders Offered Securities or any unpaid interest accrued thereon. The Trust Indenture will also provide that the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distributionFund will not make any payment, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to and the holders of Policy Liabilities and Guarantor the Offered Securities will not be entitled to demand, accelerate, institute proceedings for the collection of, or receive any payment or benefit (including, without any limitation, by set-off, combination of accounts or realization of security or otherwise in any manner whatsoever) on account of indebtedness represented by the Offered Securities (a) in a manner inconsistent with the terms (as they exist on the date of issue) of the Offered Securities or (b) at any time when a default has occurred under the Senior Indebtedness or their representative or representatives or to and is continuing, unless the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have has been issued, as their respective interests may appear, repaid in full. The Offered Securities will also be effectively subordinate to claims of creditors of the Fund’s subsidiaries except to the extent necessary the Fund is a creditor of such subsidiaries ranking at least pari passu with such other creditors. In particular, the Offered Securities will be effectively subordinate in right of payment to make the prior payment in full of all such Policy Liabilities credit facilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets other debt obligations of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf subsidiaries of the Holders or any Holder before all Policy Liabilities Fund, including the revolving credit facilities of Just Energy L.P. and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. Just Energy (bU.S.) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.Corp.

Subordination. (a) The terms payment of this Section 4(a) and Section 4(c) have paramountcy over the terms of every principal of, interest on or any other section of this Subordinated Guarantee. The Guarantor covenants and agrees that amounts due on the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, Securities is subordinated in right of payment to the prior payment in full of all Policy Liabilities existing and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor future Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets (as defined below) of the Guarantor upon any dissolutionCompany, windingas described in the Indenture. Each holder, by accepting a Security, agrees to such subordination and authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and appoints the Trustee as its attorney-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment in-fact for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor such purpose. Senior Indebtedness and the holders thereof with respect to payments shall mean in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), Company (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of (A) indebtedness of such obligor for money borrowed and (B) indebtedness evidenced by securities, debentures, bonds or other similar instruments issued by such obligor, (ii) all capital lease obligations of such obligor, (iii) all obligations of such obligor issued or assumed as the deferred purchase price of property, all conditional sale obligations of such obligor and all obligations of such obligor under any amounts paid title retention agreement (but excluding trade accounts payable arising in the ordinary course of business), (iv) all obligations of such obligor for the reimbursement of any letter of credit, banker's acceptance, security purchase facility or similar credit transaction, (v) all obligations of the type referred to in clauses (i) through (iv) above of other Persons for the payment of which such Holders obligor is responsible or liable as obligor, guarantor or otherwise, and (vi) all obligations of the type referred to in clauses (i) through (v) above of other persons secured by any lien on any property or asset of such obligor (whether or not such obligation is assumed by such obligor), except for (1) any such indebtedness issued after the Guarantor pursuant date of original issuance of the Securities that is by its terms subordinated to or pari passu with the provisions Securities and (2) any indebtedness (including all other debt securities and guarantees in respect of this those debt securities) initially issued to any other trust, or a trustee of such trust, partnership, or other entity affiliated with the Company that is, directly or indirectly, a financing vehicle of the Company (a "Financing Entity") in connection with the issuance by such Financing Entity of preferred securities or other securities which by their terms rank pari passu with, or junior to, the Preferred Securities. The Preferred Securities shall rank pari passu with the 6 1/4% Term Income Deferrable Equity Securities of the Company and the 6-1/4% Trust Convertible Preferred Securities of the Company. The Securities shall rank pari passu with the 6 1/4% Convertible Junior Subordinated Guarantee; provided, however, that Interest Debentures Due 2016 of the Guarantor shall not be entitled to enforce or to receive any payments arising out Company and the 6-1/4% Convertible Junior Subordinated Debentures Due 2012 of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullCompany.

Subordination. All payments on account of all indebtedness, liabilities and other obligations of Borrower or any Subsidiary Guarantor to Borrower or any other Subsidiary Guarantor, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined (athe “Subsidiary Guarantor Subordinated Debt”) The terms shall be subject, subordinate and junior in right of this Section 4(a) payment and Section 4(c) have paramountcy over the terms exercise of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinatedremedies, to the extent and in the manner hereinafter set forthforth herein, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding cash or hereinafter incurred. Upon any distribution of assets cash equivalents of the Guarantor upon Guaranteed Obligations. As long as any dissolution, winding-up, liquidation or reorganization of the GuarantorGuaranteed Obligations shall remain outstanding and unpaid, whether in bankruptcy, insolvency, reorganization each Subsidiary Guarantor shall not accept or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution by or on behalf of Borrower or any other Subsidiary Guarantor, directly or indirectly, or assets of the Guarantor Borrower or any other Subsidiary Guarantor, of any kind or character, whether in cash, property or securities, including on account of the purchase, redemption or other acquisition of Subsidiary Guarantor Subordinated Debt, as a result of any collection, sale or other disposition of collateral, or by setoff, exchange or in any other manner, for or on account of the Subsidiary Guarantor Subordinated Debt (“Subsidiary Guarantor Subordinated Debt Payments”), except that, prior to which the Holders occurrence of any Event of Default, any Subsidiary Guarantor shall be entitled to accept and receive payments on its Subsidiary Guarantor Subordinated Debt, in accordance with past business practices of such Subsidiary Guarantor and Borrower (or any other applicable Subsidiary Guarantor) and not in contravention of any Law or the Trustee would terms of the Loan Documents. If any Subsidiary Guarantor Subordinated Debt Payments shall be entitled except for the provisions received in contravention of this Section 4(a) 10.14, such Subsidiary Guarantor Subordinated Debt Payments shall be held in trust for the benefit of Administrative Agent and Lending Parties and shall be paid by the liquidating trustee over or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly delivered to Administrative Agent for application to the holders payment in full in cash or cash equivalents of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, all Guaranteed Obligations remaining unpaid to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, give effect to this Section 10.14 after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities Administrative Agent and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness Lending Parties in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyGuaranteed Obligations. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Each Guarantor covenants and hereby agrees that any Indebtedness of the Borrowers now or hereafter owing to any Guarantor’s obligations under , whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby subordinated to all of the Obligations and that, upon the occurrence and during the continuance of an Event of Default, the Guarantor Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Subordinated Guarantee to make Guaranty is terminated and of no further force or effect. No Guarantor shall accept any payment with respect of or on account of any Guarantor Subordinated Debt at any time in contravention of the foregoing. Upon the occurrence and during the continuance of an Event of Default, the Borrowers shall pay to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of Administrative Agent any payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets part of the Guarantor upon Subordinated Debt and any dissolution, winding-up, liquidation or reorganization amount so paid to the Administrative Agent shall be applied to payment of the Guarantor, whether Obligations as provided in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment Section 2.13(f) (Payments and Computations) of the Credit Agreement. Each payment on the Guarantor Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Guarantor as trustee for the benefit of creditors or any other marshalling of the assets Guarantied Parties and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Guarantor’s liability hereof. Each Guarantor agrees to file all claims against the Borrowers in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt, and the Administrative Agent shall be entitled to all of such Policy Liabilities and Guarantor’s rights thereunder. If for any reason a Guarantor Senior Indebtedness or their representative or representatives or fails to file such claim at least ten Business Days prior to the trustee last date on which such claim should be filed, such Guarantor hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in such Guarantor’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or trustees under any indenture under which any instruments evidencing any its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Administrative Agent all of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect Guarantor’s rights to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to which such Guarantor otherwise would be entitled. If the Holders of cashamount so paid is greater than such Guarantor’s liability hereunder, property or securities otherwise distributable the Administrative Agent shall pay the excess amount to the Policy Liabilities and party entitled thereto. In addition, each Guarantor Senior Indebtedness shall, hereby irrevocably appoints the Administrative Agent as between the its attorney-in-fact to exercise all of such Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to ’s voting rights in connection with any bankruptcy proceeding or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely any plan for the purpose reorganization of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyBorrower. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms Any Indebtedness of the Borrowers or any other Guaranteed Party now or hereafter owing to any Guarantor is hereby subordinated to the Indebtedness of the Borrowers or any other Guaranteed Party owing to the Secured Creditors, and if the Administrative Agent or the Collateral Agent so requests at a time when an Event of Default exists, all such Indebtedness of the Borrowers to any Guarantor shall be collected, enforced and received by such Guarantor for the benefit of the Secured Creditors and be paid over to the Administrative Agent or the Collateral Agent on behalf of the Secured Creditors on account of the Guaranteed Obligations to the Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any Indebtedness of the Borrowers or any other Guaranteed Party owed to such Guarantor, such Guarantor shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 4(a509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations (other than indemnities described in the Credit Documents, in each case which are not then due and Section 4(cpayable, any Hedge Liabilities that, at such time, are allowed by the applicable provider of such Hedge Liabilities to remain outstanding without being repaid, and any Cash Management Liabilities (other than Hedge Liabilities) that, at such time, are allowed by the applicable provider of such Cash Management Liabilities to remain outstanding without being required to be repaid or cash collateralized) have paramountcy over the terms been irrevocably paid in full in cash; provided, that if any amount shall be paid to such Guarantor on account of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make such subrogation rights at any payment with respect time prior to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior irrevocable payment in full in cash of all Policy Liabilities the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Secured Creditors and all Guarantor Senior Indebtednessshall forthwith be paid to the Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolutionCredit Documents or, winding-up, liquidation or reorganization of if the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment Credit Documents do not provide for the benefit application of creditors or such amount, to be held by the Secured Creditors as collateral security for any other marshalling Guaranteed Obligations thereafter existing. So long as no Event of Default exists, the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities Borrowers and the Guarantor Senior other Guaranteed Parties may make payments on any Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect owing to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofGuarantor. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms In furtherance of this Section 4(a) the foregoing and Section 4(c) have paramountcy over the terms not in limitation of every any other section of this Subordinated Guarantee. The Guarantor covenants and agrees right that the Guarantor’s obligations under this Subordinated Guarantee Administrative Agent or any other Lender has at law or in equity against any Guarantor by virtue hereof, and subject to make Section 6(b) hereof, upon the failure of the Borrower to pay any payment with respect Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Debentures are expressly postponed and subordinatedAdministrative Agent, forthwith pay, or cause to be paid, to the extent Administrative Agent or such other Lender as is designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent or any Lender as provided above, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise, shall in all respects be subordinate and junior in right of payments to the manner hereinafter set forthprior indefeasible payment in full in cash of the Obligations. In addition, any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior Obligations (it being agreed that this Section 6 shall not prohibit the repayment of such indebtedness so long as no Default or Event of Default shall have occurred and be continuing, or result therefrom). If any amount shall be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower, such amount shall be held in trust for the benefit of the Lenders and shall forthwith be paid to the Administrative Agent to be credited against the payment in full of all Policy Liabilities and all Guarantor Senior Indebtednessthe Obligations, whether matured or unmatured, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofLoan Documents. (b) Subject Anything to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owingcontrary herein notwithstanding, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It this Agreement is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above subordination provisions of Article VIII of the holders Loan Agreement which are incorporated herein by reference as if fully set forth herein, treating the obligations of Policy Liabilities the Guarantors hereunder and Guarantor the Obligations guaranteed hereby, for all purposes, as Subordinated Indebtedness which is subordinated to the Senior Indebtedness as provided in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyArticle. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. The indebtedness evidenced by this Security is subordinate to the prior payment when due of the principal of and interest on all Senior Indebtedness (a) The terms as such term is defined below). Upon maturity of any Senior Indebtedness, payment in full must be made on such Senior Indebtedness before any payment is made on or in respect of this Section 4(aSecurity. During the continuance of any default in payment of principal of (or premium, if any) and Section 4(c) have paramountcy over the terms or interest or sinking fund on any Senior Indebtedness, or any other event of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment default with respect to Senior Indebtedness pursuant to which the Debentures are expressly postponed holders thereof have accelerated the maturity thereof, no direct or indirect payment may be made or agreed to be made by the Issuer on or in respect of this Security. Upon any distribution of assets of the Issuer in any dissolution, winding up, liquidation or reorganization, payment of the principal of and interest on this Security will be subordinated, to the extent and in the manner hereinafter set forthforth in the Indenture, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with . The Indenture does not limit the terms Issuer's ability to increase the amount of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurredto incur any additional indebtedness in the future that may affect the Issuer's ability to make payments under this Security. Upon any distribution of assets Except as described above, the obligation of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction Issuer to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect payment of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would this Security will not be entitled except for the provisions affected. The Holder of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall Security will be subrogated to the rights of the holders of Policy Liabilities and Guarantor the Senior Indebtedness to receive the extent of payments made on Senior Indebtedness out of the distributive share of the Security. By reason of such subordination, in the event of a distribution of assets upon insolvency, certain general creditors of the Issuer may recover more, ratably, than Holders of the Securities. "Senior Indebtedness" means Indebtedness of the Issuer outstanding at any time, other than Indebtedness of the Issuer to a Subsidiary for money borrowed or distributions advanced from any such Subsidiary, except Indebtedness which by its terms is not superior in right of cashpayment to the Securities. "Indebtedness" means (1) any debt of the Issuer (i) for borrowed money or (ii) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or securities assets, including securities; (2) any debt of others described in the preceding clause (1) which the Issuer has guaranteed or for which it is otherwise liable; and (3) any amendment, renewal, extension or refunding of any such debt. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Guarantor applicable to Policy Liabilities Indenture or of this Security) payment of principal and Guarantor Senior Indebtedness until interest need not be made at such Place of Payment on such date, but may be made on the principal, premium, interest, redemption price, next succeeding Business Day at such Place of Payment with the same force and effect as if anymade on the Interest Payment Date or Redemption Date, or any other amount payableat the Stated Maturity, provided that no interest shall accrue for the period from and any interest thereonafter such Interest Payment Date, of Redemption Date or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shallStated Maturity, as between the Guarantorcase may be. The Indenture permits, its creditors other than with certain exceptions as therein provided, the holders of Policy Liabilities and Guarantor Senior Indebtedness, amendment thereof and the Holders, be deemed to be a payment by the Guarantor to or on account modification of the Debentures. It is understood that the provisions of this paragraph rights and paragraph (a) above are and are intended solely for the purpose of defining the relative rights obligations of the Holders, on the one hand, Issuer and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than Securities of each series to be affected under the holders of Policy Liabilities Indenture at any time by the Issuer and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or with the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights consent of the Holders of not less than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Trustee against Indenture and their consequences. Any such consent or waiver by the Corporation in respect Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any amounts paid to Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such Holders by the Guarantor pursuant to the provisions consent or waiver is made upon this Security. The Securities of this Subordinated Guaranteeseries are issuable only in registered form without coupons in any denomination; provided, however, that the Guarantor minimum denomination shall be $500. All terms used in this Security which are defined in the Indenture and not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures otherwise defined herein shall have been paid the meanings assigned to them in fullthe Indenture.

Subordination. (a) The terms This Guarantee Agreement will constitute an unsecured obligation of this Section 4(a) the Guarantor and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants will rank subordinate and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, junior in right of payment to all Senior Indebtedness of the prior Guarantor and the Issuer. (b) The Guarantor may not make a Guarantee Payment to the Holders if (i) any Specified Senior Indebtedness (as defined in the Indenture) of the Guarantor or any other Senior Indebtedness (as defined in the Indenture) of the Guarantor having an outstanding principal amount at the time of determination in excess of $25,000,000) is not paid when due or (ii) any other default on Specified Senior Indebtedness of the Guarantor occurs and the maturity of such Specified Senior Indebtedness is accelerated in accordance with its terms, unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Specified Senior Indebtedness has been paid in full. However, the Guarantor may make a Guarantee Payment without regard to the foregoing if the Guarantor and the Guarantee Trustee receive written notice approving such payment from a representative of the Specified Senior Indebtedness with respect to which either of the events set forth in full clause (i) or (ii) of all Policy Liabilities the immediately preceding sentence has occurred and all is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Specified Senior Indebtedness of the Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Guarantor may not make a Guarantee Payment to the Holders for a period (a "Payment Blockage Period," as defined in the Indenture) commencing upon the receipt by the Guarantee Trustee (with a copy to the Guarantor) of written notice (a "Blockage Notice," as defined in the Indenture) of such default from the representative of the holders of such Specified Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Guarantee Trustee, the Guarantor from the representative of the holders of such Specified Senior Indebtedness, in accordance with (ii) because the terms default giving rise to such Blockage Notice is no longer continuing, as certified to the Guarantee Trustee by the representative of the holders of such Policy Liabilities and Guarantor Specified Senior Indebtedness whether now outstanding or hereinafter incurred(iii) because such Specified Senior Indebtedness has been repaid in full, as certified to the Guarantee Trustee by the representative of the holders of such Specified Senior Indebtedness). Notwithstanding the provisions described in the immediately preceding sentence, unless the holders of such Specified Senior Indebtedness or the representative of such holders have accelerated the maturity of such Specified Senior Indebtedness (and such Specified Senior Indebtedness remains outstanding), the Guarantor may resume Guarantee Payments after the end of such Payment Blockage Period. The Guarantee Agreement shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Specified Senior Indebtedness during such period. (c) Upon any payment or distribution of the assets of the Guarantor upon any dissolution, winding-up, a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to the GuarantorGuarantor or its property, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit holders of creditors or any other marshalling of the assets and liabilities Senior Indebtedness of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall will be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon such Senior Indebtedness before any Holder is the Holders are entitled to receive any payment pursuant to this Subordinated Guarantee in respect of Payment, and until the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets Senior Indebtedness of the Guarantor of any kind or character, whether is paid in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoingfull, any payment or distribution to which the Holders would be entitled but for this Section 6.1 will be made to holders of assets such Senior Indebtedness as their interests may appear. If a Distribution is made to the Holders that, due to this Section 6.1, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid pay it over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, them as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall If a Guarantee Payment is to be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders made by the Guarantor pursuant to the provisions of this Subordinated Guarantee; providedHolders, however, that the Guarantor or the Guarantee Trustee shall promptly notify the holders of Senior Indebtedness of the Guarantor or the representative of such holders of such Guarantee Payment. If any Senior Indebtedness of the Guarantor is outstanding, the Guarantor may not be entitled to enforce or to pay such Guarantee Payment until five Business Days after the representatives of all the issues of Senior Indebtedness of the Guarantor receive any payments arising out notice of or based upon such right of subrogation until Guarantee Payment and, thereafter, may pay such Guarantee Payment only if the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullGuarantee Agreement otherwise permits payment at that time.

Subordination. (a) The terms Notwithstanding any provision of this Section 4(aGuaranty to the contrary, all rights of the Guarantors under Sections 6(a) and Section 4(c6(b) have paramountcy over and all other rights of indemnity, contribution or subrogation of any Guarantor under applicable Requirements of Law or otherwise shall be fully subordinated to Payment in Full of the terms of every other section of this Subordinated GuaranteeGuaranteed Obligations. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make Notwithstanding any payment with or payments made by any of the Guarantors hereunder or any set-off or appropriation or application of funds of any of the Guarantors by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by any Secured Party for the payment of the Obligations until Payment in Full of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder until Payment in Full of the Guaranteed Obligations. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to Payment in Full of the Guaranteed Obligations, such amount shall be held by such Guarantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be paid to the Debentures are expressly postponed Collateral Agent to be credited and subordinatedapplied against the Obligations, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtednesswhether matured or unmatured, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurredthe Credit Agreement. Upon any distribution of assets No failure on the part of the Borrower or any Guarantor upon any dissolution, winding-up, liquidation or reorganization of to make the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors payments required by Sections 6(a) and 6(b) hereof (or any other marshalling payments required under applicable Requirements of Law or otherwise) shall in any respect limit the assets obligations and liabilities of the any Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payableits obligations hereunder, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect each Guarantor shall remain liable for the full amount of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any obligations of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofhereunder. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms 10.1 In the event of this Section 4(a) the enforcement of the Financing Documents or any of them or a receivership, liquidation, administration, dissolution or other winding up of any Obligor or any composition by any Obligor with its creditors or any moratorium or voluntary arrangement in relation to its debts generally the rights of the Mezzanine Lenders against such Obligor shall be subordinated and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect postponed to the Debentures are expressly postponed rights of the Senior Banks, the Hedging Bank and subordinatedthe Overdraft Bank. Notwithstanding the foregoing each of the Mezzanine Lenders shall, to if required by the extent and in Senior Agent after the manner hereinafter set forth, in right of payment to Senior Discharge Date enforce and/or prove through the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, Security Trustee in accordance with Clause 10.3 for the terms of amounts due to it from such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets Obligor in respect of the Guarantor upon any dissolution, winding-up, liquidation or reorganization Mezzanine Liabilities owed to it but if no such requirement is made by the Senior Agent each of the GuarantorMezzanine Lenders shall be free to enforce and/or prove for the Mezzanine Liabilities, whether owed to it and the provisions of this Clause 10 shall apply to any resultant dividend paid to that Mezzanine Lender. Any amounts paid to a Mezzanine Lender in bankruptcysuch enforcement, insolvencyreceivership, reorganization liquidation, administration, dissolution or receivership proceedings other winding up or upon an assignment composition or moratorium or voluntary arrangement shall be held by such person in trust firstly for the benefit of creditors or any other marshalling the Senior Banks, the Hedging Bank and the Overdraft Bank pari passu, and secondly for the benefit of the assets Mezzanine Lenders and liabilities shall be paid direct to the Security Trustee and held by the Security Trustee upon trust FIRSTLY in payment to the Senior Agent and the Senior Banks of the Guarantor or otherwise (subject Senior Liabilities, to the power Hedging Banks of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Hedging Liabilities and to the Guarantor Senior Indebtedness Overdraft Bank of the Overdraft Liabilities pari passu, and SECONDLY, to the holders thereof with respect Mezzanine Lenders in payment of the Mezzanine Liabilities. 10.2 The Security Trustee shall be entitled to payments in respect call for and rely on a certificate from the receiver, liquidator or administrator of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law),any Obligor as to: (i) the holders amount of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full the claims of any principal thereofof the Senior Agent, premiumSenior Banks, if anyMezzanine Agent, interestMezzanine Lenders which shall not have been fully satisfied, redemption pricesecured or otherwise fully provided for; and (ii) the persons entitled thereto and their respective entitlements. 10.3 Each of the Mezzanine Lenders hereby irrevocably authorises and empowers the Security Trustee to demand, if anyxxx for, or any other amount payable, collect and any interest thereon, receive all sums due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee it from the Obligors in respect of the principal, premium, interest, redemption price or any Mezzanine Liabilities owed to it and to give acquittance therefor and to file claims and take other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether such proceedings in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein own name or in the Debentures prevent name of the Security Trustee or otherwise as the Holders from exercising all remedies otherwise permitted by applicable law upon default under Security Trustee may deem necessary or advisable for the Indenture, subject enforcement of this Agreement and each Mezzanine Lender will execute and deliver to the rightsSecurity Trustee such powers of attorney, if any, assignments or other instruments as may be requested by the Security Trustee in order to enable the Security Trustee to enforce any and all claims under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price Junior Liabilities or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds them and interest or any other amount payable on Policy Liabilities to collect and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any and all payments arising out of and distributions which may be payable or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid deliverable at any time in fullrelation thereto.

Subordination. (aA) The terms Junior Creditor hereby subordinates the payment of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee Junior Indebtedness to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor the Senior Indebtedness, Indebtedness in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. this Subordination Agreement. (B) Upon any distribution of the assets or readjustment of the Guarantor upon any indebtedness of Debtor, whether by reason of liquidation, dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvencyreorganization, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling action or proceeding involving the readjustment of all or any of the Junior Indebtedness, or the application of assets and liabilities of the Guarantor or otherwise (subject Debtor to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan payment or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness liquidation thereof, ACS shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application prior to the payment of all Policy Liabilities and all Guarantor Senior or any part of the Junior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofhereby subordinated. (bC) Subject In order to the payment enable ACS to enforce its rights hereunder in full of all Policy Liabilities any action or proceeding referred to in (B) above, ACS is hereby irrevocably authorized and all Guarantor Senior Indebtedness when due empowered in ACS’s discretion to make and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payablepresent for, and any interest thereonon behalf of Junior Creditor, of such proofs or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or claims against Debtor on account of the DebenturesJunior Indebtedness as ACS may deem expedient or proper if the Junior Creditor has not filed such claims on or before the fifth (5th) day before the bar date for filing such claims (provided nothing herein shall entitle ACS to vote such proofs or claims in any such proceedings), and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued, and to apply same on account of the Senior Indebtedness. It is understood that Further, in order to enable ACS to enforce its rights hereunder in any action or proceeding referred to in (B) above, Junior Creditor hereby appoints ACS, or its designee, attorney to take the provisions above mentioned actions with full power of this paragraph substitution in the premises Junior Creditor further agrees to execute and paragraph deliver any further documents or other instruments which may be necessary or expedient to enable ACS to collect any and all dividends or other payments or disbursements which may be made at any time on account of all or any of the Junior Indebtedness (a) above are and are intended solely except for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise payments permitted by applicable law upon default under the Indenture, subject to the rights, if any, Section 4(A) below) or otherwise enforce its rights under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedySubordination Agreement. (cD) No payment Junior Creditor agrees that Junior Creditor will make proper notations on the Junior Note and in Junior Creditor’s books and records indicating that the Junior Indebtedness is subject to this Subordination Agreement. The Junior Note and all other evidences of indebtedness accepted by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on Junior Creditor from Debtor shall contain a specific statement that the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant indebtedness thereby evidenced is subject to the provisions of this Subordinated Guarantee; provided, however, Subordination Agreement. (E) Junior Creditor acknowledges ACS’ lien on the Collateral and agrees that the Guarantor Subordinated Security Interest shall be subject, subordinate and inferior to the liens in favor of ACS. ACS acknowledges Junior Creditor’s lien on the Collateral and agrees not be entitled to enforce contest or challenge the existence of any liens that Junior Creditors may have in respect of the Junior Indebtedness, except with respect to receive any payments arising out the priority of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullliens as set forth herein.

Subordination. (a) The terms of this Section 4(a) If from time to time Borrower shall have liabilities or obligations to Guarantor, such liabilities and Section 4(c) have paramountcy over the terms of every obligations and any and all assignments as security, grants in trust, liens, mortgages, security interests, other section of this Subordinated Guarantee. The Guarantor covenants encumbrances, and agrees that the Guarantor’s other interests and rights securing such liabilities and obligations under this Subordinated Guarantee to make any payment shall at all times be fully subordinate with respect to the Debentures are expressly postponed (i) assignment as security, grant in trust, lien, mortgage, security interest, other encumbrance, and subordinatedother interest and right (if any), to the extent (ii) time and in the manner hereinafter set forth, in right of payment and performance, and (iii) rights against any collateral therefore (if any), to the prior payment and performance in full of the Obligations and the right of Bank to realize upon any or all Policy Liabilities Collateral. Guarantor agrees that such liabilities and all obligations of Borrower to Guarantor Senior Indebtednessshall not be secured by any assignment as security, grant in accordance with the terms trust, lien, mortgage, security interest, other encumbrance or other interest or right in any property, interests in property, or rights to property of such Policy Liabilities Borrower and that Borrower shall not pay, and Guarantor Senior Indebtedness whether now outstanding shall not receive, payments of any or hereinafter incurred. Upon all liabilities or obligations of Borrower to Guarantor until after termination of any distribution Commitment, any letters of assets credit issued by Bank for Borrower expire or are drawn in full, any drafts drawn or drawn and accepted under any such letters of credit are paid in full, and payment and performance of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether Obligations in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event thatfull. If, notwithstanding the foregoing, Guarantor receives any payment or distribution from Borrower, such payment shall be held in trust by Guarantor for the benefit of assets of the Guarantor of any kind or character, whether in cash, property or securitiesBank, shall be segregated from the other funds of Guarantor, and shall forthwith be paid by Guarantor to Bank and applied to payment of the Borrower Obligations, whether or not then due. To secure the Obligations Guarantor grants to Bank a lien and security interest in all liabilities and obligations of Borrower to Guarantor, in any assignments as security, grants in trust, liens, mortgages, security interests, other encumbrances, other interests or rights securing such liabilities and obligations, and in all of Guarantor's right, title, and interest in and to any payments, property, interests in property, or rights to property acquired or received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation Borrower in respect of any amounts paid liabilities or obligations of Borrower to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullGuarantor.

Subordination. All payments on account of all indebtedness, liabilities and other obligations of Borrowers to any Guarantor, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined (athe “Guarantor Subordinated Debt”) The terms shall be subject, subordinate and junior in right of this Section 4(a) payment and Section 4(c) have paramountcy over the terms exercise of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinatedremedies, to the extent and in the manner hereinafter set forthforth herein, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding cash or hereinafter incurred. Upon any distribution of assets cash equivalents of the Guarantor upon Guaranteed Obligations. As long as any dissolution, winding-up, liquidation or reorganization of the GuarantorGuaranteed Obligations (other than Unasserted Obligations) shall remain outstanding and unpaid, whether in bankruptcy, insolvency, reorganization each Guarantor shall not accept or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution by or on behalf of Borrowers or any other Guarantor, directly or indirectly, or assets of the Guarantor Borrowers or any other Guarantor, of any kind or character, whether in cash, property or securities, including on account of the purchase, redemption or other acquisition of Guarantor Subordinated Debt, as a result of any collection, sale or other Disposition of collateral, or by setoff, exchange or in any other manner, for or on account of the Guarantor Subordinated Debt (“Guarantor Subordinated Debt Payments”), except that, so long as an Event of Default does not then exist, any Guarantor shall be entitled to which the Holders accept and receive payments on its Guarantor Subordinated Debt, in accordance with past business practices of such Guarantor and Borrowers (or any other applicable Guarantor) and not in contravention of any Laws or the Trustee would terms of the Loan Documents. If any Guarantor Subordinated Debt Payments shall be entitled except for the provisions received in contravention of this Section 4(a) 10.14, such Guarantor Subordinated Debt Payments shall be held in trust for the benefit of Administrative Agent and the other Lending Parties and shall be paid by the liquidating trustee over or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly delivered to Administrative Agent for application to the holders payment in full in cash or cash equivalents of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, all Guaranteed Obligations remaining unpaid to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, give effect to this Section 10.14 after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, Administrative Agent and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness Lending Parties in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyGuaranteed Obligations. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Except as expressly provided for herein, each Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinatedhereby absolutely subordinates, to the extent and in the manner hereinafter set forth, both in right of payment and in time of payment, any and all present or future obligations and liabilities of the Issuers and each other Obligor owing to such Guarantor ("GUARANTOR SUBORDINATED DEBT"), to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets cash of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the GuarantorGuarantied Obligations, whether in bankruptcy, insolvency, reorganization or receivership proceedings not such Guarantor Subordinated Debt constitutes or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full arises out of any principal thereofsubrogation, premiumreimbursement, if anycontribution, interest, redemption price, if any, indemnity or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant similar right attributable to this Subordinated Guarantee in respect of the principalGuaranty. Without limitation, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any no payment or distribution of assets of the Guarantor any Issuer or other Obligor of any kind or character, whether in cash, property securities or securitiesother property, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee made on or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly with respect to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or Subordinated Debt prior to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full in cash of the Guarantied Obligations. If, whether or not at the Purchaser's request, any Guarantor shall receive, prior to payment in full in cash of all such Policy Liabilities and Guarantied Obligations, payment of any sum from the Issuers or any other Obligor upon any Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoingSubordinated Debt, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, such sum shall be received by such Guarantor as trustee for the Trustee on behalf of the Holders or any Holder before all Policy Liabilities Purchaser and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall forthwith be paid over to the holders Purchaser on account of such Policy Liabilities and the Guarantied Obligations, without reducing or affecting in any manner the liability of any Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofthis Guaranty. (b) Subject Each Guarantor shall file in any bankruptcy or reorganization or similar proceeding in which the filing of claims is required by Applicable Laws, all claims that such Guarantor may have against any Issuer or other Obligor (or its nominee) relating to any Guarantor Subordinated Debt. If the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owingdoes not file any such claim, the Holders Purchaser (or its nominee) as attorney-in-fact for the Guarantor is hereby authorized to do so in the name of such Guarantor. Each Guarantor agrees that, in connection with any such proceeding, it shall be subrogated to not contest or oppose the rights treatment of claims of the holders Purchaser in any plan of Policy Liabilities reorganization or otherwise and Guarantor Senior Indebtedness to receive payments it shall vote any claims that exist by virtue of this Guaranty or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, Subordinated Debt in connection with any plans of reorganization or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shallotherwise, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, may be deemed to be a payment requested by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyPurchaser. (c) No payment by Each Guarantor hereby grants the Guarantor on account Purchaser a power of principal, premium, interest, redemption price or any other amount payable attorney for the purposes set forth in this SECTION 11.8. Such power of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds attorney is coupled with an interest and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall cannot be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullrevoked.

Subordination. All payments on account of all Indebtedness, liabilities and other obligations of any Borrower to any Subsidiary Guarantor, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined (athe “Subsidiary Guarantor Subordinated Indebtedness”) The terms shall be subject, subordinate and junior in right of this Section 4(a) payment and Section 4(c) have paramountcy over the terms exercise of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinatedremedies, to the extent and in the manner hereinafter set forthforth herein, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding Cash or hereinafter incurred. Upon any distribution of assets Cash Equivalents of the Guarantor upon Guaranteed Obligations. As long as any dissolution, winding-up, liquidation or reorganization of the GuarantorGuaranteed Obligations (other than unasserted contingent indemnification obligations) shall remain outstanding and unpaid, whether in bankruptcy, insolvency, reorganization each Subsidiary Guarantor shall not accept or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution by or on behalf of any Borrower or any other Subsidiary Guarantor, directly or indirectly, or assets of the Guarantor any Borrower or any other Subsidiary Guarantor, of any kind or character, whether in cash, property or securities, including on account of the purchase, redemption or other acquisition of Subsidiary Guarantor Subordinated Indebtedness, as a result of any collection, sale or other disposition of collateral, or by setoff, exchange or in any other manner, for or on account of the Subsidiary Guarantor Subordinated Indebtedness (“Subsidiary Guarantor Subordinated Indebtedness Payments”), except that, so long as an Event of Default does not then exist, any Subsidiary Guarantor shall be entitled to which the Holders accept and receive payments on its Subsidiary Guarantor Subordinated Indebtedness, in accordance with past business practices of such Subsidiary Guarantor and Borrower (or any other applicable Subsidiary Guarantor) and not in contravention of any law or the Trustee would terms of the Loan Documents. If any Subsidiary Guarantor Subordinated Indebtedness Payments shall be entitled except for the provisions received in contravention of this Section 4(a) 11, such Subsidiary Guarantor Subordinated Indebtedness Payments shall be held in trust for the benefit of the Lender and shall be paid by the liquidating trustee over or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly delivered to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or Lender for application to the trustee payment in full in Cash or trustees under any indenture under which any instruments evidencing any Cash Equivalents of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, all Guaranteed Obligations remaining unpaid to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, give effect to this Section 11 after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness Lender in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyGuaranteed Obligations. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (1) Each of the Secured Creditors hereby acknowledges that it has received a copy of the Guarantor Agreement and hereby agrees to be bound by the terms of the Priorities of Payment set out in the Guarantor Agreement and this Agreement. Without prejudice to Section 6.01, each of the Secured Creditors further agrees with each other party to this Agreement that, notwithstanding any other provision contained herein or in any other Transaction Document: (a) The terms it will not demand or receive payment of, or any distribution in respect of this Section 4(aor on account of, any amounts payable by the Guarantor (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to that Secured Creditor under the Transaction Documents, in cash or in kind, and Section 4(cwill not apply any money or assets in discharge of any such amounts payable to it (whether by set off or by any other method), unless all amounts then due and payable by the Guarantor to all other Secured Creditors ranking higher in the relevant Priorities of Payments have been paid in full; (b) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect without prejudice to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantorforegoing, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities liquidation of the Guarantor or otherwise (subject any other party to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan Transaction Documents or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premiumotherwise, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution (or the proceeds of assets any enforcement of any security) is received by a Secured Creditor in respect of any amount payable by the Guarantor of any kind (or characterthe Cash Manager on its behalf) or the Bond Trustee, whether in cash, property or securitiesas applicable, to which that Secured Creditor under the Holders or the Trustee would be entitled except for relevant Transaction Document at a time when, by virtue of the provisions of the relevant Transaction Document, the Guarantor Agreement and this Section 4(a) Agreement, no payment or distribution should have been made, the amount so received shall be held by the Secured Creditor upon trust for the entity from which such payment was received and shall be paid by over to such entity forthwith upon receipt (whereupon the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such relevant payment or distribution shall be paid over deemed not to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment made or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy.received); and (c) No payment by without prejudice to Section 4.01 above, it shall not claim, rank, prove or vote as creditor of the Guarantor on account or its estate in competition with any prior ranking Secured Creditors in the relevant Priorities of principalPayments or, premiumthe Bond Trustee, interestas applicable, redemption price or any other amount payable claim a right of or on the Debentures shall be made unless full payment of set-off until all amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for to Secured Creditors who rank higher in money or money’s worth. (d) The Guarantor shall be subrogated to all rights the relevant Priorities of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall Payments have been paid in full. (2) Neither the Guarantor nor the Bond Trustee shall pay or repay, or make any distribution in respect of, any amount owing to a Secured Creditor under the relevant Transaction Documents (in cash or in kind) unless and until all amounts then due and payable by the Guarantor or the Bond Trustee to all other Secured Creditors ranking higher in the relevant Priorities of Payments have been paid in full. (3) The trusts in this Article 6 shall terminate on the date which is the day before the last day of the period that is twenty-one years after the death of the last to die of the descendants of Her Majesty, Queen Xxxxxxxxx XX, alive at the date of this Agreement. (4) Each of the Secured Creditors acknowledges that this Article 6 is without prejudice to the provisions set out in Section 7.3 of the Intercompany Loan Agreement.

Subordination. Each Guarantor hereby subordinates any and all debts, liabilities and other obligations owed to such Guarantor by each other Loan Party (athe “Subordinated Obligations”) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, Guaranteed Obligations to the extent and in the manner hereinafter set forthforth in this Section 9.7. (a) Except during the continuance of a Default or an Event of Default, each Guarantor may receive regularly scheduled payments or payments made in right the ordinary course of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon business from any distribution of assets other Loan Party on account of the Subordinated Obligations. After the occurrence and during the continuance of a Default or an Event of Default, however, unless the Administrative Agent otherwise agrees, no Guarantor upon shall demand, accept or take any dissolution, winding-up, liquidation or reorganization action to collect any payment on account of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for Subordinated Obligations. (b) In any proceeding under the benefit of creditors or Bankruptcy Code relating to any other marshalling of Loan Party, each Guarantor agrees that the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expense accruing after the commencement of a proceeding under the Bankruptcy Code), whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”) before such Guarantor receives payment of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyObligations. (c) No payment by After the occurrence and during the continuance of any Default or Event of Default, each Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of principalthe Subordinated Obligations as trustee for the Secured Parties and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest), premiumtogether with any necessary endorsements or other instruments of transfer, interest, redemption price but without reducing or affecting in any manner the liability of such Guarantor under the other amount payable provisions of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worthguaranty pursuant to this Section 9. (d) The Guarantor shall be subrogated After the occurrence and during the continuance of any Default or Event of Default, the Administrative Agent is authorized and empowered (but without any obligation to all rights do so), in its discretion, (i) in the name of the Holders each Guarantor, to collect and the Trustee against the Corporation enforce, and to submit claims in respect of of, Subordinated Obligations and to apply any amounts paid to such Holders by the Guarantor pursuant received thereon to the provisions of this Subordinated Guarantee; providedGuaranteed Obligations (including any and all Post Petition Interest), howeverand (ii) to require each Guarantor (A) to collect and enforce, that the Guarantor shall not be entitled and to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal submit claims in respect of, premiumSubordinated Obligations, if any, interest and redemption price, if any, (B) to pay any amounts received on such obligations to the Administrative Agent for application for the Guaranteed Obligations (including any and all Debentures shall have been paid in fullPost Petition Interest).

Subordination. (a) The terms Upon payment by any Grantor of this Section 4(a) any Secured Obligations, all rights of such Grantor against the Borrowers or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, junior in right of payment to the prior payment in full of all Policy Liabilities the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; and (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made) and the termination of all Guarantor Senior IndebtednessCommitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Borrowers or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrowers or any other Grantor, such amount shall be held for the benefit of the Secured Parties and shall promptly be paid to the Administrative Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of such Policy Liabilities the Credit Agreement and Guarantor Senior Indebtedness whether now outstanding the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrowers) shall, under this Agreement or hereinafter incurred. Upon the Credit Agreement as a joint and several obligor, repay any distribution of assets of the Guarantor upon any dissolutionSecured Obligations (an “Accommodation Payment”), winding-up, liquidation or reorganization of then the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness Grantor making such Accommodation Payment shall be entitled to receive payment contribution and indemnification from, and be reimbursed by, each of the other Grantors in full an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any principal thereofdate of determination, premium, if any, interest, redemption price, if any, or any other the “Allocable Amount” of each Grantor shall be equal to the maximum amount payable, of liability for Accommodation Payments which could be asserted against such Grantor hereunder and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (32) of the principalBankruptcy Code, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets Section 2 of the Guarantor of any kind Uniform Fraudulent Transfer Act (“UFTA”) or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets 2 of the Guarantor of any kind or characterUniform Fraudulent Conveyance Act (“UFCA”), whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to leaving such Grantor with unreasonably small capital or assets, within the payment in full meaning of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights Section 548 of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cashBankruptcy Code, property or securities Section 4 of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if anyUFTA, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account Section 5 of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their termsUFCA, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by leaving such Grantor unable to pay its debts as they become due within the Guarantor on account meaning of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights Section 548 of the Holders and Bankruptcy Code or Section 4 of the Trustee against UFTA, or Section 5 of the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullUFCA.

Subordination. This Guarantee Agreement will constitute an unsecured obligation of the Guarantor and will rank (ai) The terms of this Section 4(a) subordinate and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, junior in right of payment to all Senior Debt of the prior Guarantor (which is defined as all obligations (other than non-recourse obligations and the indebtedness issued under the Indenture) of, or guaranteed or assumed by, the Guarantor for borrowed money, including both senior and subordinated indebtedness for borrowed money (other than the Debentures), or for the payment in full of all Policy Liabilities money relating to any lease which is capitalized on the consolidated balance sheet of the Guarantor and all Guarantor Senior Indebtedness, its subsidiaries in accordance with the terms generally accepted accounting principles as in effect from time to time, or evidenced by bonds, debentures, notes or other similar instruments, and in each case, amendments, renewals, extensions, modifications and refundings of any such Policy Liabilities and Guarantor Senior Indebtedness indebtedness or obligations, whether now outstanding or hereinafter incurred. Upon any distribution of assets existing as of the Guarantor upon any dissolution, winding-up, liquidation or reorganization date of the Indenture or subsequently incurred by the Guarantor unless, in the case of any particular indebtedness, obligation, renewal, extension or refunding, the instrument creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness, renewal, extension or refunding is not superior in right of payment to or is pari passu with the Debentures; provided that the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors 's obligations under this Guarantee or any other marshalling of the assets and liabilities of guarantee issued by the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all holders of Preferred Securities issued by entities affiliated with the Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over similar to the holders Issuer shall not be deemed to be Senior Debt of such Policy Liabilities the Guarantor), and (ii) pari passu with any similar guarantee now or hereafter issued by the Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights on behalf of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or preferred securities of issued by entities affiliated with the Guarantor applicable similar to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if anyIssuer. Nothing in this Section 6.01 shall apply to claims of, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holdersto, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price Guarantee Trustee under or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.Section 4.02 hereof. VII TERMINATION

Subordination. All obligations of Borrower to each Guarantor which presently or in the future may exist (a) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the “Guarantor’s obligations under this Subordinated Guarantee Claims”) are hereby subordinated to the Secured Obligations, provided, that so long as no Event of Default exists, or would result after giving effect thereto, Borrower may make any payment payments of principal and interest with respect to such obligations. At Administrative Agent’s request, Guarantor’s Claims will be enforced and performance thereon received by Guarantor only as a trustee for Administrative Agent and the Debentures are expressly postponed Secured Parties, and subordinated, each Guarantor will promptly pay over to Administrative Agent all proceeds recovered for application to the extent Secured Obligations without reducing or affecting such Guarantor’s liability under other provisions of this Guaranty. Any Lien or charge on the property securing the obligations, and in on the manner hereinafter set forthrevenue and income to be realized therefrom, in right of payment which any Guarantor may have or obtain shall be, and such lien or charge hereby is, subordinated to the prior payment in full of all Policy Liabilities Administrative Agent’s Lien on such property. Each Guarantor agrees that it shall file any and all Guarantor Senior Indebtedness, claims against Borrower in accordance with any bankruptcy or insolvency proceeding in which the terms filing of claims is required by law on any Indebtedness of Borrower to such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcyand will assign to Administrative Agent, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors Lenders, all rights of such Guarantor. If such Guarantor does not file such claim, Administrative Agent, as attorney-in-fact for Guarantor, is authorized to do so in the name of Guarantor or, in Administrative Agent’s sole discretion, to assign the claim and to file a proof of claim in the name of Administrative Agent or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of Administrative Agent’s nominee. In all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or charactersuch cases, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee bankruptcy or otherwise, directly the person or persons authorized to pay such claim shall pay to Administrative Agent the holders full amount of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issuedclaim, as their respective interests may appearand, to the full extent necessary for that purpose, Guarantor assigns to make payment in full Administrative Agent all of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect Guarantor’s rights to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to which Guarantor would otherwise be entitled. All monies or other property of any Guarantor at any time in Administrative Agent’s or any Secured Party’s possession may be held by Administrative Agent or such Secured Party as security for any and all obligations of such Guarantor to Administrative Agent or the Holders of cashother Secured Parties no matter how or when arising, property whether absolute or securities otherwise distributable contingent, whether due or to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtednessbecome due, and whether under this Guaranty or otherwise. Guarantor also agrees that Administrative Agent books and records showing the Holders, account between Administrative Agent and Borrower or any other guarantor shall be deemed to admissible in any action or proceeding and shall be a payment by the binding upon each Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining establishing the relative rights of the Holders, on the one hand, terms set forth therein and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyconstitute prima facie proof thereof. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms 7.1 All rights and claims of this Section 4(a) Guarantor against Borrower or any of Borrower's property now or hereafter existing shall be subordinate and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, subject in right of payment to the prior payment in full of the Debt to Lender and/or to the payment and prior performance, in full, of all Policy Liabilities the Obligations to Lender. 7.2 Without Lender's prior written consent, Guarantor will not ask for, demand, xxx for, take or receive from Borrower, by set-off or otherwise, any sums now or hereafter owed by Borrower to Guarantor, nor any security therefor. Guarantor hereby transfers, conveys and assigns to the Lender, as collateral security for any and all Guarantor Senior Indebtednessof the Debt and Obligations, in accordance with all of the terms of such Policy Liabilities said rights and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets claims of the Guarantor upon against the Borrower (and any dissolutionsecurity therefor), winding-upwith full right on the part of the Lender, liquidation in its own name or reorganization in the name of the Guarantor, whether to collect and enforce said claims, by suit, proof of debt in bankruptcy, insolvencyor other claims, reorganization or receivership by liquidation proceedings or upon an assignment for the benefit otherwise. Should any payment, security or proceeds of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall security be received by the Trustee Guarantor for or on behalf account of any of said claims or rights prior to the full payment of the Holders or Debt and full payment and performance of any Holder before all Policy Liabilities of the Obligations subject to the provisions of Subsections 1.5 and all 1.6 hereinabove, the Guarantor Senior Indebtedness is paid will forthwith deliver same to the Lender in fullprecisely the form received (except for the Guarantor's endorsement where necessary) for application on account of the Debt and/or Obligations in accordance with Subsection 4.6 hereinabove, such payment or distribution and, until so delivered, the same shall be paid over held in trust by the Guarantor as property of the Lender. In the event of the failure of the Guarantor to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under endorse any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, instrument for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between money so received by the Guarantor, its creditors other than payable to the holders Guarantor's order, the Lender or any officer or employee of Policy Liabilities the Lender is hereby constituted and Guarantor Senior Indebtednessappointed attorney in fact for the Guarantor, with full power to make any such endorsement and the Holderswith full power of substitution, which agency shall be deemed to be a payment coupled with an interest and, therefore, is irrevocable. 7.3 The Guarantor hereby further covenants and agrees that any lease or leases by and between the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the HoldersBorrower, on the one handas lessor, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impairGuarantor, as between lessee, with respect to the Guarantorproperty (real and personal) covered by the Security Instrument and/or any security agreement from Borrower to Lender shall, its creditors other than at all times, be junior, inferior and subordinate to the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation lien of the Guarantor, which is unconditional and absolute, to pay to Security Instrument and/or security interest created by the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, security agreement as and when the same shall become due now exist or may hereafter be amended or modified, it being the intent and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors agreement of the Guarantor other than the holders of Policy Liabilities that any and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment leases may be terminated by the Guarantor on account of principal, premium, interest, redemption price Lender through any foreclosure or any other amount payable of similar proceeding involving the Security Instrument and/or security agreement or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worthproperty encumbered by either. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. 11.1 The Subordinated Xxxxxx agrees with the Issuer that any amount owed to it by the Issuer hereunder or otherwise in connection herewith or in connection with any Transaction Document or any of the transactions contemplated hereby or thereby shall not become due and payable unless and until all amounts required to be paid to any person identified or otherwise described in clause 21 (aOrder of Priority) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect Trust Agreement ranking prior to the Debentures are expressly postponed and subordinated, payment of such amount to the extent Subordinated Lender have been paid and discharged in full either by the Issuer or through payment of enforcement proceeds of the Purchased Receivables and the related Ancillary Rights by the Security Trustee and (ii) payment can be effected from a net profit (net income for the year plus profit carryforward)(Gewinn) or from other free assets in excess of liabilities (freies Vermögen) recorded in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance commercial financial statements or from any liquidation surplus (Liquidationsüberschuss). 11.2 The Subordinated Lender hereby covenants with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the GuarantorIssuer that if, whether in bankruptcy, insolvency, reorganization or receivership proceedings the liquidation of the Issuer or upon the occurrence of an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor Enforcement Event or otherwise (subject to and notwithstanding the power provisions of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments clause 11), any amount is received by it in respect of this the Subordinated Guarantee and the Holders by a lawful plan Loan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment other than pursuant to this Subordinated Guarantee to, and in respect accordance with, clause 21 (Order of Priority) of the principalTrust Agreement, premium, interest, redemption price or any other such amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received and held by the Trustee on behalf of Subordinated Lender as trustee (Treuhänder) for the Holders or any Holder before all Policy Liabilities Issuer and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or Issuer forthwith upon receipt; provided that this clause 11.2 shall have effect only to the trustee extent that it does not and is not deemed to constitute or trustees under create any indenture under mortgage, charge or other security interest of any kind. [Letterhead of Issuer] To: Volkswagen Financial Services (UK) Limited Date: Proposed Additional Borrowing Date (to be an Additional Purchase Date) Additional Subordinated Loan Increase Amount GBP Total outstanding Subordinated Loan after drawing of additional Subordinated Loan Increase Amount Additional Receivables Purchase Price GBP Certifications: 1. The representations and warranties of Driver UK Master S.A., acting for and on behalf of its Compartment 6 (the "Issuer") in (i) clause 4.2 (Representation and Warranties) of the Subordinated Loan Agreement dated 27 March 2023, as amended and restated from time to time, (the "Subordinated Loan Agreement") between the Issuer and Volkswagen Financial Services (UK) Limited as Subordinated Lender (the "Subordinated Lender") and Intertrust Trustees GmbH as Security Trustee (the "Security Trustee"), and (ii) the other Transaction Documents to which any instruments evidencing any the Issuer is a party, are true and correct on the date hereof. 2. The conditions to the subordinated loan required advances specified in the Subordinated Loan Agreement (including each of such Policy Liabilities the conditions precedent set out in clause 2.2(a)(ii), 2.2(a)(iv), 2.2(b) and Guarantor Senior Indebtedness may 2.2(c) (The Subordinated Loan)) of the Subordinated Loan Agreement have been issued, satisfied and/or will be satisfied as their respective interests may appear, for application to of the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofrequested additional borrowing date. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures3. It This subordinated loan advance notice is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyirrevocable. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. Anything in this Agreement to the contrary notwithstanding, any amount hereunder that the Companies are not permitted to pay on a current cash basis to Ardshiel pursuant to the terms of the Credit Agreement (the "Accruing Portion") shall accrue hereunder on a subordinated basis to all Obligations (as defined in the Credit Agreement) under the Credit Agreement, including, without limitation, under Atrium's guarantee of the Obligations under the Credit Agreement, (such Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as "SENIOR INDEBTEDNESS"). The payment of such subordinated amounts shall be subject to the following provisions: (a) The terms In the event of this Section 4(a) any insolvency or bankruptcy proceedings, and Section 4(c) have paramountcy over the terms of every any receivership, liquidation, reorganization or other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee similar proceedings in connection therewith, relative to make any payment with respect it or to the Debentures are expressly postponed and subordinatedits creditors, as such, or to the extent its property, and in the manner hereinafter set forthevent of any proceedings for voluntary liquidation, in right dissolution or other windings up of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding ACI or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the GuarantorAtrium, whether in or not involving insolvency or bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise then (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (ix) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment paid in full in cash in respect of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon all amounts constituting Senior Indebtedness before any Holder Ardshiel is entitled to receive (whether directly or indirectly), or make any payment pursuant to this Subordinated Guarantee demands for, the Accruing Portion and (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness, any Accruing Portion to which Ardshiel would otherwise be entitled (other than debt securities of Atrium and ACI that are subordinated, to at lease the principalsame extent as payments under this Agreement, premium, interest, redemption price or any other amount payable to the payment of or on all Senior Indebtedness then outstanding (such securities being hereinafter referred to as "RESTRUCTURED DEBT SECURITIES")) shall be made to the Debentures, or interest on overdue amounts thereof;holders of Senior Indebtedness. (iib) If any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent securities or other person making such payment or distributionproperty (other than Restructured Debt Securities), whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and this Agreement shall (iiidespite these subordination provisions) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf Ardshiel in violation of the Holders or any Holder clause (i) before all Policy Liabilities and all Guarantor Senior Indebtedness is shall have been paid in fullfull in cash, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to or delivered to, the holders of such Policy Liabilities and Guarantor Senior Indebtedness (or their representative or representatives or representatives), ratably according to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness may have been issuedin full in cash. To the full extent permitted by law, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor no present or future holder or Senior Indebtedness shall have been paid be prejudiced in full, after giving effect its right to any concurrent payment or distribution to enforce the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the subordination provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, Agreement by any act or failure to act on the one hand, and the holders part of Policy Liabilities and Guarantor Senior Indebtedness, Atrium or ACI or by any act or failure to act on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders part of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price such holder or any other amount payable of trustee or on agent for such holder. Ardshiel, Atrium and ACI hereby agree that the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the foregoing subordination provisions of this Subordinated Guarantee; providedAgreement are for the benefit of the Creditors (as such term is defined in the Credit Agreement) and the Administrative Agent (as defined in the Credit Agreement) may, howeveron behalf of the Creditors, that the Guarantor shall not be entitled proceed to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullsubordination provisions herein.

Subordination. (a) The terms Guarantor hereby subordinates the payment and the time of this Section 4(a) payment of all indebtedness and Section 4(c) have paramountcy over obligations of the terms Borrower to the Guarantor of every other section of this kind and nature whatsoever whether now in existence or hereafter entered into (the “Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect Indebtedness”) to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior IndebtednessGuaranteed Obligations. At such time as there is a Default, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to not receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets on account of, or accept any collateral or security for, or bring any action to collect, the Subordinated Indebtedness. The Guarantor shall not assign, transfer, pledge or dispose of the Subordinated Indebtedness while this Guarantee is in effect. If the Guarantor of does receive any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcyvoluntary or involuntary, a receiver and whether or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees not under any indenture under which any instruments evidencing any of such Policy Liabilities state or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaidfederal bankruptcy or other insolvency proceedings, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event thata Default, notwithstanding the foregoing, any payment or distribution of assets of then the Guarantor of agrees and directs that any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over or delivered directly to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, Lender for application to the payment of all Policy Liabilities Guaranteed Obligations (whether due or not and all Guarantor Senior Indebtedness remaining unpaid until all in such Policy Liabilities order and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to manner as the Lender may elect). If any concurrent such payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment is received by the Guarantor after a Default, the Guarantor will deliver the same to the Lender, and until so delivered, the same shall be held in trust by the Guarantor as property of the Lender. As further assurance of the authorization herein given, the Guarantor agrees to execute and deliver to the Lender any power of attorney, assignment, endorsement, or other instrument as may be requested by the Lender to enable the Lender to enforce any claims upon the Subordinated Indebtedness and to collect and receive any payment or distribution with respect to the Subordinated Indebtedness. The Guarantor hereby irrevocably authorizes and empowers the Lender to demand, sxx for, collect and receive every such payment or distribution on account of the Debentures. It is understood that Subordinated Indebtedness and to file claims and take such other proceedings in the name of the Lender or in the name of the Guarantor as the Lender may deem necessary or advisable to carry out the provisions of this paragraph and paragraph (a) above are and are intended solely for Guarantee. To secure the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment performance by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Guarantee, Guarantor assigns, pledges and grants to the Lender a security interest in, and lien on, the Subordinated Guarantee; providedIndebtedness, howeverall proceeds thereof and all and any security and collateral therefor. Upon the request of the Lender, that the Guarantor shall not be entitled endorse, assign and deliver to enforce the Lender all notes, instruments and agreements evidencing, securing, guaranteeing or to receive any payments arising out of or based upon such right of subrogation until made in connection with the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullSubordinated Indebtedness.

Subordination. Any indebtedness of Borrower held by Guarantor now or in the future (aincluding but not limited to (i) The terms all debts and liabilities of Borrower to Guarantor whether the obligations of Borrower are direct, contingent, primary, secondary, joint and several or otherwise, whether the obligations are evidenced by note, contract, open account or otherwise and irrespective of the creation of such debts or liabilities or manner acquired by Guarantor, (ii) any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below and (iii) all liens, security interests, judgment liens, charges or other encumbrances on Borrower’s assets securing payment thereof) is and shall be subordinated to the Guaranteed Obligations, and upon the occurrence of an Event of Default, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Section 4(a) Guaranty, except to the extent that such amounts are actually applied toward Borrower’s or Mortgagor’s obligations under the Loan Documents, Guarantor shall not receive, or collect, directly or indirectly any amount in connection with the foregoing. If any amount is received by Guarantor on such indebtedness of Borrower held by Guarantor at the time an Event of Default exists, it shall be received by Guarantor in trust, as trustee for Lender, and Section 4(c) Guarantor agrees to pay such amounts promptly to Lender. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving Borrower as debtor, Lender shall have paramountcy over the terms right to prove its claims in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of every other section Default shall have occurred or be continuing under any of this Subordinated Guaranteethe Loan Documents), dividends and payments that are payable upon any obligation of Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. The Guarantor covenants hereby acknowledges and agrees that the Guarantor’s obligations under this Subordinated Guarantee foregoing provisions shall be operative without the necessity of execution of any further documents. Notwithstanding the foregoing, upon the request of Lender, Guarantor hereby agrees to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forthexecute a subordination agreement, in right of payment form and content reasonably acceptable to the prior payment in full of all Policy Liabilities and all Guarantor Senior IndebtednessLender, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for evidencing the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof9. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee obligation to make pay any payment with respect to the Debentures are Guaranteed Obligation is expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness. Notwithstanding anything in this Subordinated Guarantee to the contrary, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law),): (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereofa Guaranteed Obligation; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, character to which the Holders or the Trustee on behalf of the Holders would be entitled except but for the provisions of this Section 4(a) shall be paid by the liquidating trustee or trustee, agent or other person Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, distribution directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, unpaid after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event thatif, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, character shall be received by any Holder or by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and payment in full of all Guarantor Senior Indebtedness is paid in fullIndebtedness, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owingIndebtedness, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures Guaranteed Obligations shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and holders of Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debenturesany Guaranteed Obligations. It is understood that the The provisions of Section 4(a) and this paragraph and paragraph (aSection 4(b) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in Section 4(a) or this paragraph or paragraph (aSection 4(b) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the DebenturesGuaranteed Obligations, as and when the same shall become due and payable in accordance with their termsthe terms of this Subordinated Guarantee, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein in this Subordinated Guarantee, the Indentures or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under this Subordinated Guarantee or the IndentureIndentures, subject to the rights, if any, under Section 4(a) and this paragraph or paragraph (aSection 4(b) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures a Guaranteed Obligation shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation SLA in respect of any amounts paid to such the Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; , provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall Guaranteed Obligations have been paid in full.

Subordination. (a) The terms Subject to Section 3.1, payment of this Section 4(a) the Subordinated Debt is and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants shall be expressly subordinate and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, junior in right of payment to the prior payment in full in cash of all Policy Liabilities the Senior Debt to the extent and all Guarantor Senior Indebtednessin the manner set forth herein, and the Subordinated Debt is hereby so subordinated as a claim against Subordinated Borrower or any of the assets of Subordinated Borrower, whether such claim be (i) in accordance with the terms event of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of the assets of the Guarantor Subordinated Borrower upon any voluntary or involuntary dissolution, winding-up, total or partial liquidation or reorganization of the Guarantorreorganization, whether in or bankruptcy, insolvency, reorganization receivership or receivership other statutory or common law proceedings or upon an arrangements involving Subordinated Borrower or the readjustment of its liabilities or any assignment for the benefit of creditors or any marshaling of its assets or liabilities (collectively called a "Reorganization"), or (ii) other marshalling of the assets and liabilities of the Guarantor or otherwise (subject than in connection with a Reorganization, to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive prior payment in full in cash of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to the Senior Debt. (b) If Subordinated Lender shall receive any payment pursuant to this Subordinated Guarantee in respect violation of the principalterms hereof, premiumit shall hold such payment in trust for the benefit of the Senior Creditors and forthwith pay it over to the Senior Creditors, interestratably according to the aggregate amounts remaining unpaid on account of the Senior Debt, redemption price or any other amount payable for application to and payment of or on the Debentures, or interest on overdue amounts thereof;Senior Debt. (iic) In the event of any Reorganization relative to Subordinated Borrower or its properties, then all of the Senior Debt shall first be paid in full in cash before any payment is made upon the Subordinated Debt, and in any such proceedings any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, cash or property or securities, to which may be payable or deliverable in respect of the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) Subordinated Debt shall be paid by or delivered directly to the liquidating trustee Senior Creditors, ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt, for application in payment of the Senior Debt, unless and until all the Senior Debt is paid in full in cash, and Subordinated Lender hereby irrevocably authorizes the Agent, as attorney-in- fact for Subordinated Lender, to vote any claim or agent proof of claim in such proceedings in respect of the Subordinated Debt, to file or other person making prove any claim in such proceedings in respect of the Subordinated Debt, to demand, xxx for, collect and receive any such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of apply such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders payment of the Senior Debt, and to take such other action (including acceptance or rejection of any plan of Reorganization) in the name of Subordinated Lender or of the relevant Senior Creditors as the Agent may deem necessary or advisable for the enforcement of the provisions hereof. Subordinated Lender shall execute and deliver such other and further powers of attorney, assignments, proofs of claim or other instruments, and take such other actions, as may be requested by the Agent in order to enable the Agent to accomplish any of the foregoing, but only with respect to Subordinated Lender's capacity as a holder hereof and not in respect of any other relationship between Subordinated Lender and Subordinated Borrower. Consistent with, but not in limitation of, the foregoing, in such an event, the Agent shall be deemed to be the assigned (and thus the holder) of such Policy Liabilities claims or proof of claims and Guarantor Senior Indebtedness shall have the right to assert and vote such claims in any Reorganization, including, without limitation, through the filing of any proof of claim therein and the casting of any ballots to accept or reject any plan of reorganization proposed by, for, or with respect thereof; andto any such Reorganization. (iiid) in In the event that, notwithstanding the foregoing, upon any such Reorganization, any payment or distribution of the assets of the Guarantor Subordinated Borrower of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf Subordinated Lender in respect of the Holders or any Holder Subordinated Debt before all Policy Liabilities and all Guarantor Senior Indebtedness Debt is paid in fullfull in cash, such payment or distribution shall be held in trust for the Senior Creditors and shall forthwith be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or Creditors, ratably according to the trustee or trustees under any indenture under which any instruments evidencing any aggregate amounts remaining unpaid on account of such Policy Liabilities and Guarantor the Senior Indebtedness may have been issued, as their respective interests may appearDebt, for application to the payment of all Policy Liabilities and all Guarantor the Senior Indebtedness remaining unpaid Debt until all such Policy Liabilities and Guarantor Senior Indebtedness Debt shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness full in respect thereofcash. (be) Subject to Subordinated Lender agrees that, until the payment Senior Debt has been paid in full in cash, except as expressly provided by Section 3.1, it will not take, demand or receive, or take any action to accelerate or collect, any payment of all Policy Liabilities or any part of the Subordinated Debt. (f) The Senior Creditors, or any of them, may, at any time and all Guarantor Senior Indebtedness when due from time to time, without the consent of or notice to Subordinated Lender, without incurring any responsibility to Subordinated Lender, and owing, the Holders shall be subrogated to without impairing or releasing any of the rights of the holders of Policy Liabilities and Guarantor any Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if anyCreditor, or any other of the obligations of Subordinated Lender: (i) change the amount payable, and any interest thereon, or terms of or on renew or extend any Senior Debt or enter into or amend in any manner any agreement relating to any Senior Debt; (ii) sell, exchange, release or otherwise deal with any property at any time pledged or mortgaged to secure any Senior Debt; (iii) release anyone liable in any manner for the Debentures shall be paid in full payment or collection of any Senior Debt; and (iv) exercise or refrain from exercising any rights against Subordinated Borrower and no payments others (including Subordinated Lender). (g) Subordinated Lender hereby waives notice of or distributions to proof of reliance by any Senior Creditor upon the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtednessprovisions hereof, and the Holders, Senior Debt shall conclusively be deemed to have been created, contracted, incurred or maintained in reliance upon the provisions hereof. (h) Each Senior Creditor shall be a payment by the Guarantor to or on account third-party beneficiary of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy3.2. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. The payment of any amounts owing under this Note, including principal and interest (other than PIK Interest) (“Subordinated Indebtedness”), is subordinated to the payment of any amounts owing (including interest accruing after the filing of a petition initiating any proceeding pursuant to any bankruptcy law with respect to Debtor) under the Senior Indebtedness on the following terms and conditions: (a) The No payment of principal, interest (other than PIK Interest) or any other amounts in respect of this Note shall be paid by Debtor on the Subordinated Indebtedness (whether pursuant to the terms hereof or upon acceleration or otherwise) unless, at the time of any such payment, all of the Senior Indebtedness shall have been paid in full in cash. Notwithstanding the fact that the Subordinated Indebtedness becomes due prior to the Senior Indebtedness, at the Maturity Date of the Subordinated Indebtedness the Debtor shall not make and the holder of this Note shall not accept any payment on the Subordinated Indebtedness if, upon the Maturity Date of the Subordinated Indebtedness, Xxxxxxxx has not paid in full all outstanding obligations arising under the Senior Indebtedness. Notwithstanding any provision of this Section 4(a12 or any other provision of this Note to the contrary, the unpaid principal balance due under this Note, together with any then accrued but unpaid interest, may be (i) and Section 4(c) have paramountcy over converted into Common Stock pursuant to the terms of every other section Section 6 or (ii) mandatorily prepaid pursuant to the terms of Section 4(a)(ii) to the extent of Net Proceeds, and the holder of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee Note may take any action to make enforce its rights to such conversion or mandatory prepayment. (b) Upon any payment distribution to creditors of Debtor in a liquidation or dissolution of Debtor or in a bankruptcy, reorganization, insolvency, receivership, or other similar proceeding with respect to Debtor or any of its property: (i) the Debentures are expressly postponed holders of the Senior Indebtedness will be entitled to receive payment in full in cash, of all amounts payable under or in respect of the Senior Indebtedness (including interest accrued after the commencement of such proceeding) before the holders of the Subordinated Indebtedness will be entitled to receive from Debtor or its assets any payment under or in respect of the Subordinated Indebtedness (other than shares of Common Stock to be received by the holder of this Note upon a conversion of this Note pursuant to Section 6 hereof), and subordinated(ii) until the holders of the Senior Indebtedness have received such payment in full in cash, any distribution from Debtor or its assets to which the holders of the Subordinated Indebtedness would otherwise be entitled (other than shares of Common Stock to be received by the holder of this Note upon a conversion of this Note pursuant to Section 6 hereof) shall be made to the extent and in holders of the manner hereinafter set forth, in right of payment Senior Indebtedness (or one or more trustees or representatives acting on their behalf). Subject to the prior payment in full of all Policy Liabilities and Senior Indebtedness (or provision made for payment in full in cash of all Guarantor Senior Indebtedness), in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior the Subordinated Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor the Senior Indebtedness to receive payments or distributions distribution of cash, property or securities assets of the Guarantor Debtor applicable to Policy Liabilities and Guarantor the Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or all amounts owing on the Debentures Subordinated Indebtedness shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyfull. (c) No payment The holders of the Subordinated Indebtedness (or a trustee, representative, or agent acting on its behalf) will be obligated to hold in trust for, and to pay over promptly to, the holders of the Senior Indebtedness (or one or more trustees, representatives, or agents acting on their behalf) all payments and distributions received by the Guarantor on account holders of principalthe Subordinated Indebtedness (i) in contravention of the restrictions contained in the preceding clauses (a) and (b) of this Section 12 or (ii) as a result of any Lien in violation of clause (d) of this Section 12; provided, premiumhowever, interestthat notwithstanding such restrictions, redemption price or any other amount payable the holders of or on the Debentures Subordinated Indebtedness shall be entitled to receive and to retain any and all payments (i) made unless full payment in securities of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Debtor provided the same are subordinated to the Senior Indebtedness has been at least to the same extent as the Subordinated Indebtedness or (ii) made or duly in accordance with any relevant court order respecting the subordination provided for in money or money’s worthherein. (d) The Guarantor holders of the Subordinated Indebtedness will not create, assume, or suffer to exist any Lien, security interest, or assignment of collateral securing the repayment of the Subordinated Indebtedness. Any such judgment Lien, and any other Lien, security interest, or assignment existing in violation of the foregoing shall be subrogated fully subordinate to all rights any Lien, security interest, or assignment in favor of the Holders holders of the Senior Indebtedness which secures any of the Senior Indebtedness. At the request of the holders of the Senior Indebtedness, the holders of the Subordinated Indebtedness and Debtor will take any and all steps necessary to fully effect the release of any such Lien, security interest, assignment, or collateral. (e) The provisions of this Section 12 are irrevocable and the Trustee against holders of the Corporation Senior Indebtedness are intended to be third party beneficiaries of this Section 12 and such holders may, without notice to any of the parties hereto and without impairing or releasing the obligations of Debtor and the holders of the Subordinated Indebtedness hereunder, (i) change the terms of or increase the amount of the Senior Indebtedness by increasing, extending, rearranging, amending, supplementing, or otherwise modifying any instrument or agreement creating Senior Indebtedness, (ii) sell, exchange, release, or otherwise deal with any collateral securing any Senior Indebtedness, (iii) release anyone, including Debtor or any guarantor, liable in respect any manner for the payment or collection of any amounts paid Senior Indebtedness, (iv) exercise or refrain from exercising any rights against Debtor or any other Person, and (v) apply any sums received by any holders of the Senior Indebtedness, from whatever source, to such Holders by the Guarantor pursuant to payment of the Senior Indebtedness. The provisions of this Section 12 shall constitute a continuing agreement among each holder of Senior Indebtedness, Debtor and its Subsidiaries, and all Persons who hold the Subordinated Indebtedness, whether now outstanding or hereafter created, incurred or assumed, and the provisions of this Section 12 are made for the benefit of the holders of the Senior Indebtedness. (f) Unless and until the Senior Indebtedness is paid in full, without first obtaining the prior written consent of each holder of Senior Indebtedness in each instance, the holders of Subordinated GuaranteeIndebtedness agree not to (i) sell, assign or dispose of any of the Subordinated Indebtedness or any interest therein unless the assignee, participant and/or purchaser agrees to be bound by and assume the terms hereof and the obligations hereunder prior to consummating such purchase or assignment, or (ii) grant, create, or incur any security interest, Lien, charge or other encumbrance whatsoever upon the Subordinated Indebtedness unless the secured party or pledgee that is to be granted such security interest, Xxxx, charge or other encumbrance agrees to be bound by the terms hereof and assume the obligations hereunder in the event of an exercise of rights and remedies with respect to any such security interest, Lien, charge or other encumbrance prior to being granted such security interest, Lien, charge or other encumbrance. (g) Unless and until the Senior Indebtedness is paid in full, the holders of Subordinated Indebtedness and Debtor shall not, without the prior written consent of each holders of Senior Indebtedness, amend, modify or alter this Note to: (i) increase the rate of interest that is payable on this Note; (ii) increase the principal of, or accelerate the final Maturity Date of, the Indebtedness evidenced by this Note; (iii) alter the redemption provisions or the price or terms at which Debtor is required to offer to purchase the Indebtedness evidenced by this Note; or (iv) amend the provisions of Section 12 of this Note (which relate to subordination) or the related definitions; provided, however, for the avoidance of doubt, none of the following shall be deemed to constitute an amendment, modification or alteration in violation of this provision: (A) an increase in the principal amount of this Note resulting from the payment of interest on, or fees with respect to, this Note in the form of PIK Interest, and (B) any conversion of this Note that is permitted by Section 6. (h) The foregoing provisions will be enforceable against the Guarantor holders of the Subordinated Indebtedness, by or on behalf of any of the holders of the Senior Indebtedness. (i) Unless and until the Senior Indebtedness is paid in full, the holders of Subordinated Indebtedness shall not be entitled not, directly or indirectly, take any action to enforce the payment of the obligations of Debtor under this Note, whether as a result of the occurrence or during the continuance of and Event of Default (as defined below). (j) Notwithstanding anything to receive any payments arising out the contrary above, the terms and conditions of or based upon such right this Section 12 shall be null and void and of subrogation until no further effect once the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have Senior Indebtedness has been paid in full.

Subordination. (a) The terms Notwithstanding any provision of this Section 4(aGuaranty to the contrary, all rights of the Guarantors under Sections 6(a) and Section 4(c6(b) have paramountcy over and all other rights of indemnity, contribution or subrogation of any Guarantor under applicable law or otherwise shall be fully subordinated to the terms Guaranteed Obligations until the occurrence of every other section of this Subordinated Guaranteethe Termination Date. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make Notwithstanding any payment with or payments made by any of the Guarantors hereunder or any set-off or appropriation or application of funds of any of the Guarantors by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of set-off held by any Secured Party for the payment of the Guaranteed Obligations until the Termination Date shall have occurred, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder until the Termination Date shall have occurred. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Debentures are expressly postponed Termination Date of the Guaranteed Obligations, such amount shall be held by such Guarantor in trust for the Collateral Agent and subordinatedthe other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be paid to the extent Collateral Agent to be credited and in applied against the manner hereinafter set forthGuaranteed Obligations, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtednesswhether matured or unmatured, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurredthe First Lien Credit Agreement. Upon any distribution of assets No failure on the part of the Borrower or any Guarantor upon any dissolution, winding-up, liquidation or reorganization of to make the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors payments required by Sections 6(a) and 6(b) (or any other marshalling of payments required under applicable law or otherwise) shall in any respect limit the assets obligations and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof Borrower with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, Obligations or any other amount payable, and any interest thereon, due thereon before any Holder is entitled Guarantor with respect to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtednessobligations hereunder, and the Holders, be deemed to be a payment by Borrower shall remain liable for the Guarantor to or on account full amount of the Debentures. It is understood that the provisions of this paragraph Obligations and paragraph (a) above are and are intended solely each Guarantor shall remain liable for the purpose of defining the relative rights full amount of the Holders, on the one hand, and the holders obligations of Policy Liabilities and such Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyhereunder. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. So long as the Loans are outstanding, each of the Borrowers and the Subsidiary Guarantors hereby expressly defers and agrees (a) The not to assert any right of contribution from or indemnity against the other, whether at law or in equity, arising from any payments made by such Person pursuant to the terms of this Section 4(aAgreement or the Loan Documents, and (b) not to proceed against the other for reimbursement of any such payments. In connection with the foregoing, each of the Borrowers and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants Subsidiary Guarantors expressly defers and agrees that the Guarantor’s obligations under this Subordinated Guarantee not to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right assert or take advantage of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) any rights of subrogation to the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, Lenders or any Agent against the other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principalBorrowers and the Subsidiary Guarantors, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment rights to enforce any remedy which the Lenders or distribution Agent may have against the other of the Borrowers and any rights to participate in any Collateral or any other assets of the Guarantor of other Borrowers and the Subsidiary Guarantors. In addition to and without in any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding way limiting the foregoing, each of the Borrowers and the Subsidiary Guarantors hereby subordinates any payment and all indebtedness it may now or distribution hereafter owe to such other Borrowers or the Subsidiary Guarantors to all indebtedness of the Borrowers and the Subsidiary Guarantors to the Lenders and Agent, and agrees with the Lenders and Agent that neither of the Borrowers nor the Subsidiary Guarantors shall claim any offset or other reduction of such Borrower’s or Subsidiary Guarantor’s obligations hereunder because of any such indebtedness and shall not take any action to obtain any of the Collateral or any other assets of the Guarantor of any kind other Borrowers or character, whether in cash, property or securities, shall be received by Subsidiary Guarantors so long as the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofLoans are outstanding. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms Any obligations of this Section 4(a) and Section 4(c) have paramountcy over the terms Borrower to Guarantor, now or hereafter existing, including but not limited to any obligations to Guarantor as subrogee of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Purchaser or resulting from Guarantor’s obligations performance under this Subordinated Guarantee Guaranty, are hereby subordinated to make the Indebtedness (other than reasonable obligations of the Borrower to Guarantor for the payment of (i) services actually rendered or goods actually delivered by Guarantor and (ii) expenses paid by Guarantor on behalf of Borrower in the ordinary course of business related to Borrower’s reporting obligations as a public company). In addition to Guarantor's waiver of any payment right of subrogation as set forth in this Guaranty with respect to the Debentures are expressly postponed and subordinatedany obligations of Borrower to Guarantor as subrogee of Purchaser, Guarantor agrees that, if Purchaser so requests, Guarantor shall not demand, take, or receive from Borrower, by setoff or in any other manner, payment of any other obligations of Borrower to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets (other than reasonable obligations of the Company to Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit payment of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities services actually rendered or goods actually delivered by Guarantor and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be expenses paid by Guarantor on behalf of Borrower in the liquidating trustee or agent or other person making such payment or distribution, whether ordinary course of business related to Borrower’s reporting obligations as a trustee public company) until the Indebtedness has been paid in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and full. If any payments are received by Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any in violation of such Policy Liabilities waiver or Guarantor Senior Indebtedness may have been issuedagreement, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, payments shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities Guarantor as trustee for Purchaser and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or Purchaser on account of the Debentures. It is understood that Indebtedness, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other handGuaranty. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, Any security interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their termslien, or other encumbrance that Guarantor may now or hereafter have on any property of Borrower is hereby subordinated to affect the relative rights of the Holders and creditors of the Guarantor any security interest, lien, or other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of encumbrance that Purchaser may have on any such remedyproperty. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. Guarantor subordinates all present and future indebtedness owing by Borrower or any affiliate of Borrower to Guarantor (a) The terms including, but not limited to, any rights to subrogation Guarantor may have as a result of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The any payment by Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make Guaranty), together with any payment with respect to the Debentures are expressly postponed and subordinatedinterest thereon, to the extent and in the manner hereinafter set forth, in right of payment to the prior Obligations. Until payment in full of all Policy Liabilities the Obligations (and all Guarantor Senior Indebtedness, in accordance with including interest accruing on the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of Note after the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power commencement of a court proceeding by or against Borrower under the U.S. Bankruptcy Code which interest the parties agree shall remain a claim that is prior and superior to any claim of competent jurisdiction Guarantor notwithstanding any contrary practice, custom or ruling in cases under the U.S. Bankruptcy Code generally), Guarantor agrees not to make other equitable provision reflecting accept any payment or satisfaction of any kind of indebtedness of Borrower to Guarantor and hereby assigns such indebtedness to Lender, including the rights conferred right to file proof of claim and to vote thereon in this Subordinated Guarantee upon connection with any such proceeding under the Policy Liabilities and U.S. Bankruptcy Code, including the right to vote on any plan of reorganization. Further, if Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan shall comprise more than one person, firm or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all corporation, Guarantor Senior Indebtedness shall be entitled to receive agrees that until such payment in full of the Obligations, (a) no one of them shall accept payment from the others by way of contribution on account of any principal thereofpayment made hereunder by such party to Lender, premium(b) no one of them will take any action to exercise or enforce any rights to such contribution, and (c) if anyany of Guarantor should receive any payment, interestsatisfaction or security for any indebtedness of Borrower to any of Guarantor or for any contribution by the others of Guarantor for payment made hereunder by the recipient to Lender, redemption pricethe same shall be delivered to Lender in the form received, if anyendorsed or assigned as may be appropriate for application on account of, or any other amount payableas security for, the Obligations and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securitiesuntil so delivered, shall be received by held in trust for Lender as security for the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Obligations. Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid the right to use Loan proceeds distributed to it by Borrower in fullaccordance with, after giving effect to any concurrent payment or distribution to and for the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owingpurposes provided under, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyLoan Agreement. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (1) Each of the Secured Creditors hereby acknowledges that it has received a copy of the Guarantor Agreement and hereby agrees to be bound by the terms of the Priorities of Payments set out in the Guarantor Agreement and this Agreement. Without prejudice to Section 6.01, each of the Secured Creditors further agrees with each other party to this Agreement that, notwithstanding any other provision contained herein or in any other Transaction Document: (a) The terms it will not demand or receive payment of, or any distribution in respect of this Section 4(aor on account of, any amounts payable by the Guarantor (or the Cash Manager on its behalf) or the Bond Trustee, as applicable, to that Secured Creditor under the Transaction Documents, in cash or in kind, and Section 4(cwill not apply any money or assets in discharge of any such amounts payable to it (whether by set off or by any other method), unless all amounts then due and payable by the Guarantor to all other Secured Creditors ranking higher in the relevant Priorities of Payments have been paid in full; (b) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect without prejudice to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantorforegoing, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities liquidation of the Guarantor or otherwise (subject any other party to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan Transaction Documents or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premiumotherwise, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution (or the proceeds of assets any enforcement of any security) is received by a Secured Creditor in respect of any amount payable by the Guarantor of any kind (or characterthe Cash Manager on its behalf) or the Bond Trustee, whether in cash, property or securitiesas applicable, to which that Secured Creditor under the Holders or the Trustee would be entitled except for relevant Transaction Document at a time when, by virtue of the provisions of the relevant Transaction Document, the Guarantor Agreement and this Section 4(a) Agreement, no payment or distribution should have been made, the amount so received shall be held by the Secured Creditor upon trust for the entity from which such payment was received and shall be paid by over to such entity forthwith upon receipt (whereupon the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such relevant payment or distribution shall be paid over deemed not to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment made or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy.received); and (c) No payment by without prejudice to Section 4.01 above, it shall not claim, rank, prove or vote as creditor of the Guarantor on account or its estate in competition with any prior ranking Secured Creditors in the relevant Priorities of principalPayments or, premiumthe Bond Trustee, interestas applicable, redemption price or any other amount payable claim a right of or on the Debentures shall be made unless full payment of set-off until all amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for to Secured Creditors who rank higher in money or money’s worth. (d) The Guarantor shall be subrogated to all rights the relevant Priorities of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall Payments have been paid in full. (2) Neither the Guarantor nor the Bond Trustee shall pay or repay, or make any distribution in respect of, any amount owing to a Secured Creditor under the relevant Transaction Documents (in cash or in kind) unless and until all amounts then due and payable by the Guarantor or the Bond Trustee to all other Secured Creditors ranking higher in the relevant Priorities of Payments have been paid in full. (3) The trusts in this Article 6 shall terminate on the date which is the day before the last day of the period that is twenty-one years after the death of the last to die of the descendants of Her Majesty, Queen Xxxxxxxxx XX, alive at the date of this Agreement. (4) Each of the Secured Creditors acknowledges that this Article 6 is without prejudice to the provisions set out in Section 7.3 of the Intercompany Loan Agreement.

Subordination. (a) The terms payment of this Section 4(a) and Section 4(c) have paramountcy over the terms of every principal of, interest on or any other section of this Subordinated Guarantee. The Guarantor covenants and agrees that amounts due on the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, Securities is subordinated in right of payment to the prior payment in full of all Policy Liabilities existing and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor future Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets (as defined below) of the Guarantor upon any dissolutionCompany, windingas described in the Indenture. Each holder, by accepting a Security, agrees to such subordination and authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and appoints the Trustee as its attorney-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment in-fact for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor such purpose. Senior Indebtedness and the holders thereof with respect to payments shall mean in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), Company (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest in respect of (A) indebtedness of such obligor for money borrowed and (B) indebtedness evidenced by securities, debentures, bonds or other similar instruments issued by such obligor, (ii) all capital lease obligations of such obligor, (iii) all obligations of such obligor issued or assumed as the deferred purchase price of property, all conditional sale obligations of such obligor and all obligations of such obligor under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business), (iv) all obligations of such obligor for the reimbursement of any letter of credit, banker's acceptance, security purchase facility or similar credit transaction, (v) all obligations of the type referred to in clauses (i) through (iv) above of other persons for the payment of which such obligor is responsible or liable as obligor, guarantor or otherwise, (vi) all obligations of the type referred to in clauses (i) through (v) above of other persons secured by any lien on any property or asset of such obligor (whether or not such obligation is assumed by such obligor), except for (1) any such indebtedness that is by its terms subordinated to or pari passu with the Securities and (2) any indebtedness (including all other debt securities and guarantees in respect of those debt securities) initially issued to any other amount payable on Policy Liabilities trust, or a trustee of such trust, partnership, or other entity affiliated with the Company that is, directly or indirectly, a financing vehicle of the Company (a "Financing Entity") in connection with the issuance by such Financing Entity of preferred securities or other similar securities and Guarantor Senior Indebtedness has been made or duly (vii) interest accruing subsequent to events of bankruptcy of the Company and its subsidiaries at the rate provided for in money the documentation governing such Senior Indebtedness, whether or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee not such interest is an allowed claim enforceable against the Corporation debtor in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fulla bankruptcy case under relevant bankruptcy law.

Subordination. (a) The terms Guarantee is hereby expressly subordinated in right of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinatedpayment, to the extent and in the manner hereinafter set forthprovided in this Supplemental Indenture, in right of payment to the prior payment in full in cash or cash equivalents of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with Indebtedness and such subordination is for the terms benefit of such Policy Liabilities and the holders of Guarantor Senior Indebtedness whether now outstanding or hereinafter incurredIndebtedness. Upon any payment or distribution of all or substantially all the assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether voluntary or involuntary, or upon any reorganization, readjustment, arrangement or similar proceeding relating to the Guarantor or its property, whether or not the Guarantor is a party thereto and whether in bankruptcy, insolvency, reorganization receivership or receivership proceedings similar proceedings, or upon an any assignment by the Guarantor for the benefit of creditors or upon any other marshalling marshaling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law),Guarantor: (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall first be entitled to receive payment paid in full of any principal thereof, premium, if any, interest, redemption price, if anyin cash or cash equivalents, or any other amount payableprovisions made for such payment by deposit thereof in trust with a bank or banks (either theretofore acting as trustees under indentures pursuant to which Guarantor Senior Indebtedness shall have been issued or duly appointed paying agents for the purpose), and any interest thereon, due thereon before any Holder payment is entitled to receive any payment pursuant to this Subordinated Guarantee made in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereofGuarantee; (ii) any payment or distribution of assets in respect of the Guarantor of any kind or character, whether in cash, property or securities, Guarantee to which the Holders or the Trustee of Subject Securities would be entitled except for the provisions of this Section 4(a) shall be paid or delivered by the Guarantor or the liquidating trustee or agent or other person Person making such payment or distributionpayment, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwiseother trustee or agent, directly and ratably to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issuedRepresentatives, as their respective interests the case may appearbe (subject to any subordination of any class of Guarantor Senior Indebtedness, by the provisions thereof, to any other class or classes of Guarantor Senior Indebtedness), according to the aggregate amounts remaining unpaid on account of the principal of; and the premium, if any, and interest on, and other monetary obligation with respect to, the Guarantor Senior Indebtedness, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofIndebtedness; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether character in cash, property or securities, respect of the Guarantee shall be received by the Trustee on behalf of or the Holders or any Holder of Subject Securities before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, or provision made as aforesaid for its payment, such payment or distribution shall be held in trust for the ratable benefit of and shall be ratably paid over or delivered to the holders of such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid or their representative unprovided for or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issuedRepresentatives, as their respective interests may appearprovided in the foregoing subparagraph (ii), for application to the payment of all Policy Liabilities principal of, and all premium, if any, and interest on, and other monetary obligation with respect to, such Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution distribution, or provision therefor, to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a1) The terms of this Section 4(aMAC, the Borrowers, and each Guarantor (each a "Subordinated Creditor") hereby absolutely and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinatedirrevocably subordinates, to the extent and in the manner hereinafter set forth, both in right of payment and in time of payment, (a) in the case of MAC, any and all present or future obligations and liabilities of the Borrowers or any Affiliate Guarantor to MAC, (b) in the case of any Affiliate Guarantor, any and all present or future obligations and liabilities of the Borrowers or any other Affiliate Guarantor to such Affiliate Guarantor and (c) in the case of the Borrowers, any and all present and future obligations and liabilities of MAC or any Affiliate Guarantor to the Borrowers (such obligations and liabilities referred to in clauses (a), (b) or (c) being "Subordinated Debt"), to the prior payment in full in cash of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms Obligations or the obligations of such Policy Liabilities Person under the Guaranties, as applicable. Each Subordinated Creditor agrees to make no claim for, or receive payment with respect to, such Subordinated Debt until all Obligations and Guarantor Senior Indebtedness whether now outstanding such obligations have been fully discharged in cash. Notwithstanding the foregoing, the Borrowers shall be entitled to declare and pay dividends or hereinafter incurred. Upon make distributions to equity holders with respect to their Capital Stock, as long as no Event of Default then exists, but subject to Section 8.11. (2) All amounts and other assets that may from time to time be paid or distributed to or otherwise received by any distribution Subordinated Creditor in respect of assets Subordinated Debt in violation of this Section 7.15 shall be segregated and held in trust by the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment Subordinated Creditor for the benefit of creditors the Lenders and promptly paid over to the Administrative Agent. (3) Each Subordinated Creditor further agrees not to assign all or any other marshalling part of the assets Subordinated Debt unless the Administrative Agent is given prior notice and liabilities of the Guarantor or otherwise (such assignment is expressly made subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect terms of this Agreement. If the Administrative Agent so requests, (a) all instruments evidencing the Subordinated Guarantee Debt shall be duly endorsed and delivered to the Holders by a lawful plan or reorganization under applicable insolvency law), Administrative Agent, (ib) all security for the Subordinated Debt shall be duly assigned and delivered to Administrative Agent for the benefit of the Lenders, (c) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness Subordinated Debt shall be entitled to receive payment in full of any principal thereofenforced, premium, if any, interest, redemption price, if any, or any other amount payable, collected and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this held by the relevant Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except Creditor as trustee for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities Lenders and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to Administrative Agent for the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights benefit of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or Lenders on account of the DebenturesObligations, and (d) the Subordinated Creditors shall execute, file and record such documents and instruments and take such other action as the Administrative Agent deems necessary or appropriate to perfect, preserve and enforce the Lenders' rights in and to the Subordinated Debt and any security therefor. It If any Subordinated Creditor fails to take any such action, the Administrative Agent, as attorney-in-fact for such Subordinated Creditor, is understood hereby authorized to do so in the name of the Subordinated Creditor. The foregoing power of attorney is coupled with an interest and cannot be revoked. (4) In any bankruptcy or other proceeding in which the filing of claims is required by Requirements of Law, each Subordinated Creditor shall file all claims relating to the Subordinated Debt that the provisions of this paragraph Subordinated Creditor may have against the obligor thereunder and paragraph (a) above are and are intended solely shall assign to the Administrative Agent, for the purpose of defining the relative rights benefit of the HoldersLenders, on all rights relating to the one handSubordinated Debt thereunder. If any Subordinated Creditor does not file any such claim, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impairAdministrative Agent, as between attorney-in-fact for the GuarantorSubordinated Creditor, is hereby authorized to do so in the name of the Subordinated Creditor or, in the Administrative Agent's discretion, to assign the claim to a nominee and to cause proof of claim to be filed in the name of the Administrative Agent or the Administrative Agent's nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. The Administrative Agent or its creditors nominee shall have the right, in its reasonable discretion, to accept or reject any plan proposed in such proceeding and to take any other than the holders of Policy Liabilities and Guarantor Senior Indebtednessaction which a party filing a claim is entitled to do. In all such cases, and the Holderswhether in administration, bankruptcy or otherwise, the obligation of the Guarantor, which is unconditional and absolute, Person or Persons authorized to pay such claim shall pay to the Holders Administrative Agent for the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights benefit of the Holders and creditors of Lenders the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided such claim and, to the full extent necessary for in money or money’s worth. (d) The Guarantor shall be subrogated that purpose, each Subordinated Creditor hereby assigns to all rights the Administrative Agent for the benefit of the Holders and Lenders all of the Trustee against the Corporation in respect of Subordinated Creditor's rights to any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guaranteepayments or distributions; provided, however, that the Guarantor Subordinated Creditor's obligations hereunder shall not be entitled satisfied except to enforce the extent that the Administrative Agent receives cash by reason of any such payment or distribution. (5) Each of the Subordinated Creditors hereby agrees that the Administrative Agent and the Lenders may at any time in their discretion renew or extend the time of payment of the Obligations or exercise, fail to receive exercise, waive or amend any payments arising out other of their rights under this Agreement, any Loan Document or based upon any instrument evidencing or securing or delivered in connection therewith, and in reference thereto may make and enter into such right agreements as to them may seem proper or desirable, all without notice to or further assent from the Subordinated Creditors (except as otherwise expressly required pursuant to this Agreement), and any such action shall not in any manner impair or affect the subordination set forth in this Section 7.15 or any of subrogation until the principal ofAdministrative Agent's or Lenders' rights hereunder. The Subordinated Creditors each hereby waive and agree not to assert against the Administrative Agent or the Lenders any rights which a guarantor or surety could exercise with respect to any indebtedness of the Borrowers, premiumMAC or an Affiliate Guarantor, if any, interest and redemption price, if any, on all Debentures but nothing in this Section 7.15 shall have been paid in fullconstitute the Subordinated Creditors a guarantor or surety.

Subordination. (a) 8.1 The terms of aggregate principal amount owing to the Lender from time to time under this Section 4(a) Subordinated Note Agreement, the Note and Section 4(c) have paramountcy over the terms of every other section Loan Documents all accrued and unpaid interest thereon, and any other indebtedness evidenced by or otherwise owing in respect of this Subordinated Guarantee. The Guarantor covenants Note Agreement, the Note and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any other Loan Documents (collectively, the "SUBORDINATED INDEBTEDNESS") is and shall be subordinate and junior in right of payment with respect to the Debentures are expressly postponed and subordinatedotherwise, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with of the terms of such Policy Liabilities and Guarantor Senior Indebtedness (an hereinafter defined), whether now outstanding or hereinafter incurredhereafter existing. Upon any distribution For all purposes of assets this Subordinated Note Agreement, the Senior Indebtedness shall not be deemed to have been paid in full until the latest of (A) the payment in full in cash of all of the Guarantor upon Senior Indebtedness and the expiration or termination of all of the commitments of the Secured Parties and the other holders of any of the Senior Indebtedness thereunder, (B) the expiration or termination of all of the Bank Hedge Agreements and (C) the Termination Date. 8.2 In the event of any dissolution, winding-winding up, liquidation liquidation, arrangement, reorganization, adjustment, protection, relief or reorganization composition of the GuarantorBorrower or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, reorganization arrangement, reorganization, receivership, relief or receivership proceedings other similar action or proceeding under the United States Federal Bankruptcy Code or any other federal or state bankruptcy or insolvency laws or any similar Requirements of Law of any other jurisdiction covering the protection of creditors' rights or the relief of debtors (collectively, the "Insolvency Laws"), or upon an assignment for the benefit of creditors or any other marshalling marshaling of the property, assets and liabilities of the Guarantor Borrower or otherwise (subject to each, an "Insolvency Proceeding"), the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness Creditors shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon all of the Senior Indebtedness before any Holder the Lender is entitled to receive any payment pursuant to this Subordinated Guarantee in respect or distribution of any kind or character on account of all or any of the principalSubordinated Indebtedness, premiumand, interestto that end, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, character (whether in cash, property or securities, to which the Holders or the Trustee ) that otherwise would be entitled except for payable or deliverable upon or with respect to the provisions Subordinated Indebtedness in any such Insolvency Proceeding (including, without limitation, any payment that may be payable by reason of this Section 4(aany other Indebtedness of Borrower being subordinated to payment of the Subordinated Indebtedness) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, delivered forthwith directly to the holders Senior Representative, for the ratable account of Policy Liabilities the Senior Secured Creditors and Guarantor the Senior Indebtedness Notes Creditors, in the same form as so received (with any necessary endorsement or their representative or representatives assignment), for application (in the case of cash) to, or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, be held as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and collateral (iii) in the event that, notwithstanding the foregoing, any payment or distribution case of assets of the Guarantor of any kind or character, whether in cash, noncash property or securities) for, shall be received by the Trustee on behalf payment or prepayment of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor of the Senior Indebtedness shall have been paid in full. 8.3 No payment or distribution of any property or assets of Borrower of any kind or character (including, after giving without limitation, any payment that may be payable by reason of any other Indebtedness of Borrower being subordinated to payment of the Subordinated Indebtedness) shall be made by or on behalf of Borrower for or on account of any Subordinated Indebtedness, unless and until all of the Senior Indebtedness shall have been paid in full or unless such payment is expressly permitted to be made under Section 8(d)(i)(D) of the Fox Kids Guarantee and Sections 10.8 and 10.9 of the Indentures. Furthermore, so long as the Senior Indebtedness shall not have been paid in full, the Lender shall not (a) ask, demand, xxx for, take or receive from Borrower, directly or indirectly, in cash or other property or by setoff or in any manner (including, without limitation, from or by way of collateral), payment of all or any of the Subordinated Indebtedness, except to the extent that such payment is expressly permitted to be made under Section 8(d)(i)(D) of the Fox Kids Guarantee and Sections 10.8 and 10.9 of the Indentures, (b) commence, or join with any creditor other than the Senior Representative in commencing, or directly or indirectly cause Borrower to commence, or assist Borrower in commencing, any Insolvency Proceeding, or (c) request or accept any collateral or other security for the Subordinated Indebtedness. If the Subordinated Lender, in contravention hereof, shall commence, prosecute or participate in any Insolvency Proceeding, then the Senior Representative may intervene and interpose as a defense or plea the terms of this Subordinated Note Agreement in its own name or in the name of the Subordinated Lender. 8.4 Until such time as all of the Senior Indebtedness has been paid in full, if any Insolvency Proceeding is commenced by or against Borrower: (A) the Senior Representative is hereby irrevocably authorized and empowered (in its own name or in the name of the Lender or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution otherwise payable to the Lender in respect of this Subordinated Note Agreement and give acquittance therefor, and to file claims and proofs of claim and take such other actions (including, without limitation, voting the Subordinated Indebtedness or enforcing any security interest or other lien securing payment of the Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Representative or any of the other Senior Creditors under this Subordinated Note Agreement; and (B) the Lender shall duly and promptly take such action as the Senior Representative may reasonably request (i) to collect the Subordinated Indebtedness for the account of the Senior Representative, for the ratable benefit of the Senior Secured Creditors and the Senior Notes Creditors, and to file appropriate claims or proofs of claim in respect of the Subordinated Indebtedness, (ii) to execute and deliver to the Senior Representative such powers of attorney, assignments or other instruments as the Senior Representative may reasonably request in order to enable the Senior Representative to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Indebtedness and (iii) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Subordinated Indebtedness. 8.5 All payments or distributions upon or with respect to the Subordinated Indebtedness that are received by the Lender contrary to the provisions of this Subordinated Note Agreement shall be received in trust for the benefit of the Senior Representative and the other Senior Creditors, shall be segregated from other property or funds of the Lender and shall be paid or delivered forthwith directly to the Senior Representative, for the account of the Senior Secured Creditors and the Senior Notes Creditors, in the same form as so received (with any necessary endorsement or assignment), to be applied (in the case of cash) to, or held as collateral (in the case of noncash property or securities) for, the payment or prepayment of the Senior Indebtedness until all of the Senior Indebtedness shall have been paid in full. 8.6 To the extent that Borrower, the Lender or any of their respective Subsidiaries or any other guarantor of or provider of collateral for the Senior Indebtedness shall make any payment on the Senior Indebtedness that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under any applicable Insolvency Law or equitable cause (any such payment being a "Voided Payment"), then to the extent of such Voided Payment, that portion of the Senior Indebtedness that had been previously satisfied by such Voided Payment shall be reinstated and continue in full force and effect as if such Voided Payment had never been made. To the extent that the Lender shall have received any payments subsequent to the date of the initial receipt of such Voided Payment by the Senior Representative or any of the other Senior Creditors and such payments have not been invalidated, declared to be fraudulent or preferential or set aside or required to be repaid to a trustee, receiver or any other party under any applicable Insolvency Law or equitable cause, the Lender shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the Senior Representative and the other Senior Creditors, and the Lender hereby agrees to pay to the Senior Representative, upon demand, the full amount so received by the Lender during such period of time to the extent necessary to fully restore to the Senior Representative and the other Senior Creditors the amount of such Voided Payment, which amount shall be applied as set forth in Section 8.5. 8.7 The Senior Representative is hereby authorized to demand specific performance of the subordination provisions of this Subordinated Note Agreement, whether or not Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Lender shall have failed to comply with any of the subordination provisions of this Subordinated Note Agreement. The Lender hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance. 8.8 The Lender will not: (i) Cancel or otherwise discharge any of the Subordinated Indebtedness (except upon payment in full of all of the Senior Indebtedness or, at any time and from time to time prior thereto, to the extent that such payment is expressly permitted to be made under Section 8(d)(i)(D) of the Fox Kids Guarantee and under Sections 10.8 and 10.9 of the Indentures), (ii) convert or exchange any of the Subordinated Indebtedness into or for any other Indebtedness (except to the extent expressly permitted by the Indentures), (iii) convert or exchange any of the Subordinated Indebtedness into or for any Equity Interest in Borrower or otherwise (except to the extent expressly permitted by the Indentures) or (iv) subordinate any of the Subordinated Indebtedness to any concurrent Indebtedness of Borrower other than the Senior Indebtedness (except that no consent of the holders of the Senior Notes or either of the trustees for the Senior Notes shall be required to subordinate any of the Subordinated Indebtedness to any other Indebtedness of Borrower (although nothing herein shall limit the obligation of any holder of Indebtedness of Borrower to turn over or otherwise subordinate itself to any or all of the Senior Creditors in accordance with any subordination provisions applicable to such Indebtedness); (B) Sell, assign, pledge, encumber or otherwise dispose of any of the Subordinated Indebtedness; or (C) Permit the terms of any of the Subordinated Indebtedness to be amended, waived, supplemented or otherwise modified in such a manner as could have an adverse effect upon the rights or interests of the Senior Representative or any of the other Senior Creditors under this Subordinated Note Agreement, any of the Loan Documents (as defined in the Credit Agreement), either of the Indentures or any of the other agreements, instruments or other documents evidencing or otherwise setting forth the terms of any of the Senior Indebtedness. 8.9 No payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights Representative or any of the holders of Policy Liabilities and Guarantor other Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor Creditors pursuant to the provisions of this Subordinated Guarantee; providedNote Agreement shall entitle the Lender to exercise any rights of subrogation in respect thereof, however, that nor shall the Guarantor shall not be entitled to enforce or to receive Lender have any payments arising out of or based upon such right of subrogation reimbursement, restitution, exoneration, contribution or indemnification whatsoever from any property or assets of Borrower or any of the other guarantors, sureties or providers of collateral security for the Senior Indebtedness, or any right to participate in any claim or remedy of the Senior Representative or any of the other Senior Creditors against Borrower or any of the Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law (including, without limitation, the right to take or receive from Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim, remedy or right), until (i) all of the principal of, premium, if any, interest and redemption price, if any, on all Debentures Senior Indebtedness shall have been paid in fullfull and all of the commitments of the Secured Parties and the other holders thereof shall have expired or been terminated, (ii) all of the Bank Hedge Agreements shall have expired or been terminated and (iii) the Termination Date shall have occurred. 8.10 The holders of the Senior Indebtedness may, at any time and from time to time, without any consent of or notice to the Lender or any other holder of the Subordinated Indebtedness and without impairing or releasing the obligations of the Lender hereunder: (A) change the manner, place or terms of payment of, or change or extend the time of payment of, or renew payment or change or extend the time or payment of, or renew or alter, the Senior Indebtedness (including any change in the rate of interest thereon), or amend, supplement or otherwise modify in any manner any instrument, agreement or other document under which any of the Senior Indebtedness is outstanding; (B) sell, exchange, release, not perfect and otherwise deal with any of the property or assets of any Person at any time pledged, assigned or mortgaged to secure the Senior Indebtedness; (C) release any Person liable in any manner under or in respect of the Senior Indebtedness;

Subordination. (a) The terms of this Section 4(a) and Section 4(c) have paramountcy over Accounts Bank hereby acknowledges the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect first-priority security interest granted hereby to the Debentures are expressly postponed Lender. In order to secure repayment of Borrower’s or Lender’s, as applicable, obligations to Accounts Bank hereunder, Borrower and subordinatedLender hereby pledge and grant to Accounts Bank a continuing lien and security interest in, and right of set-off against, all of Borrower’s and Lender’s right, title and interest in and to the extent and Account Collateral (including proceeds thereof) held in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurredProject Accounts. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in In this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness regard Accounts Bank shall be entitled to receive payment all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in full effect. The Accounts Bank hereby agrees that such right of recoupment or set-off and/or any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled such Lien shall (except to receive any payment pursuant to this Subordinated Guarantee the extent provided in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; clause (iic) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a2.7) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly subordinate to the holders security interest of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, Lender. The Accounts Bank agrees that it shall not (except to the extent necessary to make payment provided in full clause (c) of all this Section 2.7) assert or enforce any such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to right of recoupment or set-off and/or any concurrent payment or distribution to Lien until the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofDischarge Date. (b) Subject Until the Discharge Date, the financial assets and other items deposited in or credited to the payment in full of all Policy Liabilities Project Accounts and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated other Account Collateral will not (except to the rights extent provided in clauses (a) and (c) of the holders of Policy Liabilities and Guarantor Senior Indebtedness this Section 2.7) be subject to receive payments or distributions of cashdeduction, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principalset-off, premium, interest, redemption price, if any, banker’s lien or any other amount payable, and right in favor of any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors Person other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyLender. (c) No payment by the Guarantor on account of principalThe Project Accounts, premium, interest, redemption price Account Collateral or any financial asset or other amount payable of property deposited therein or on the Debentures credited thereto shall be made unless full subject to deduction, set-off, banker’s lien and recoupment to the extent of (i) returned items and chargebacks either for uncollected checks or other items of payment and transfers previously credited to one or more Project Accounts, (ii) any advances that Accounts Bank may from time to time make to, or for the benefit of, the Borrower or the Lender for purposes of amounts then due for principalclearing or settling purchases or sales of securities by Borrower or Lender, premiumas applicable, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor there shall be subrogated for whatever reason an overdraft in the Project Accounts, and (iii) any customary fees, expenses and other amounts not described in clauses (i) or (ii) above owed to all rights Accounts Bank and incurred in connection with the performance of its duties hereunder and the maintenance and operation of the Holders Project Accounts and any amounts actually due and owing to the Accounts Bank in accordance with the Accounts Bank Fee Agreement, for which Securities Intermediary shall have a prior claim to, and right of set-off against, the Account Collateral, and each of the Lender and the Trustee against Borrower hereby expressly authorize the Corporation in respect of any amounts paid Accounts Bank to debit the relevant Project Account(s) for such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullamounts.

Subordination. (a) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect Subject to the Debentures provisions of paragraph 5 hereof relating to payments on the Subordinated Debt that are expressly postponed and subordinated, permitted to be made to the extent and under the circumstances set forth in paragraph 5, Subordinated Creditor hereby postpones and subordinates all of the manner hereinafter set forth, in right of payment Subordinated Debt to the prior full and final payment in full and discharge of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets Senior Debt and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness Creditor shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon all Senior Debt before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution (other than a distribution of Reorganization Securities) is made on account of or applied to any of the Subordinated Debt. Each holder of Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Debt with full knowledge of and in reliance upon this Agreement, and each holder of Subordinated Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired the Subordinated Debt with full knowledge and subject to the terms and provisions of this Agreement. (b) In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of any Obligor or the proceeds thereof to creditors of any Obligor or upon any indebtedness of any Obligor, by reason of the liquidation, dissolution or other winding up of such Obligor or such Obligor's business, or in the event of any sale of assets of the Guarantor any Obligor or Insolvency Proceeding involving any Obligor or its assets, any payment or distribution of any kind or character, whether in cash, securities or other property (excluding Reorganization Securities), which shall be payable or securities, deliverable upon or with respect to which any of the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) Subordinated Debt shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, delivered directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, Creditor for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid Debt (whether or not the same is then due) until all such Policy Liabilities of the Senior Debt has been fully paid and Guarantor Senior Indebtedness discharged. Each Subordinated Note shall have been paid in full, after giving effect to any concurrent payment or distribution at all times bear a conspicuous legend that the Subordinated Debt evidenced thereby is subordinated to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject Debt pursuant to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyAgreement. (c) No payment Upon any distribution of the assets of any Obligor or the proceeds thereof in any Insolvency Proceeding, the holders of the Subordinated Debt shall be entitled to rely upon any order made by the Guarantor on account court in which such Insolvency Proceeding is pending, or a certificate of principalthe debtor, premiumcustodian, interestliquidating trustee, redemption price agent or other Person making any distribution to such holders, for the purpose of ascertaining the Persons entitled to participation in such distribution, the holders of the Senior Debt, the amount thereof or payable thereon, the amount or amounts paid or distribution thereon and all other amount payable of facts pertinent thereto or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worthto this paragraph 2. (d) The Guarantor If any holder of Subordinated Debt shall not file a proper claim or proof of debt as shall be subrogated necessary in order to all rights have the claims of such holders allowed in any Insolvency Proceeding commenced by or against an Obligor or involving such Obligor's assets, in the form required in such Insolvency Proceeding, at least 15 days prior to the expiration of the Holders time to file such claim or proof of debt, Senior Creditor is hereby irrevocably authorized and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid the right (but not the obligation) to file an appropriate claim or proof of debt in fullsuch Insolvency Proceeding for and on behalf of such holder of Subordinated Debt.

Subordination. (a) The terms Notwithstanding any provision of this Section 4(a) and Section 4(c) have paramountcy over Agreement to the terms contrary, all rights of every other section the Grantors of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations indemnity, contribution or subrogation under applicable Law or otherwise, arising under this Subordinated Guarantee Agreement or the Guaranty Agreement, shall be fully subordinated to the payment in full in cash of the Secured Obligations. No failure on the part of the Borrower or any Grantor to make the indemnity, contribution or subrogation payments required under applicable Law or otherwise shall in any payment respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the Debentures are expressly postponed full amount of the obligations of such Grantor hereunder. (b) Each Grantor hereby agrees that upon the occurrence and subordinatedduring the continuance of an Event of Default and after notice from the Collateral Agent, all Indebtedness owed to it by any other Grantor shall be fully subordinated to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full in cash of all Policy Liabilities the Secured Obligations. (c) If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such subordinated indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and all Guarantor Senior Indebtednessshall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities Credit Agreement and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worthLoan Documents. (d) The Guarantor Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be subrogated entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. (e) Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Grantor hereunder (other than the Borrower) shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Grantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all rights other liabilities of such Grantor, contingent or otherwise, that are relevant under the Holders and the Trustee against the Corporation Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Grantor (i) in respect of intercompany indebtedness to the Borrower or any amounts of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Grantor hereunder or (B) has been pledged to, and is enforceable by, the Collateral Agent on behalf of the Secured Parties and (ii) under any guaranty of Indebtedness subordinated in right of payment to such Holders by the Guarantor Secured Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Grantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Grantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Grantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among such Grantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties. If any Grantor’s (other than the Borrower’s) liability hereunder is limited pursuant to this Subordinated Guarantee; providedparagraph to an amount that is less than the total amount of the Secured Obligations, however, then it is understood and agreed that the Guarantor portion of the Secured Obligations for which such Grantor is liable hereunder shall not be entitled the last portion of the Secured Obligations to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullbe repaid.

Subordination. (a) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Each Guarantor covenants and agrees that the Guarantor’s obligations under this payment by any Borrower, any other Loan Party or any Obligor of any indebtedness in favor of such Guarantor (the “Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed Lender”) shall be subordinated and subordinated, to the extent and in the manner hereinafter set forth, in right of payment subject to the prior indefeasible payment in cash in full of all Policy Liabilities amounts payable by such Borrower, such other Loan Party or such Obligor under the Credit Agreement or this Guaranty, as the case may be, and all Guarantor any other Loan Document to which such Borrower, such other Loan Party or such Obligor is a party (“Senior Indebtedness, in accordance with Debt”) upon the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. this Section. (b) Upon any distribution of assets of the Guarantor any Borrower, a Loan Party or an Obligor to creditors upon any dissolution, winding-up, a liquidation or reorganization dissolution of the Guarantorsuch Borrower, whether such Loan Party or such Obligor or in a bankruptcy, reorganization, insolvency, reorganization receivership or receivership proceedings similar proceeding relating to such Borrower, such Loan Party or upon an assignment for the benefit of creditors such Obligor or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), its property, (i) the holders of all Policy Liabilities Administrative Agent and all Guarantor Senior Indebtedness the other Guarantied Parties shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon all Senior Debt before any Holder is the Subordinated Lender shall be entitled to receive any payment pursuant to this Subordinated Guarantee of principal of or interest on or any other amounts in respect of Indebtedness of such Borrower, such Loan Party or such Obligor in favor of the principal, premium, interest, redemption price or any other amount payable of or on Subordinated Lender (the Debentures, or interest on overdue amounts thereof; “Subordinated Debt”); and (ii) until indefeasible payment in cash in full of the Senior Debt and the lending commitments under the Loan Documents shall have terminated, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, character to which the Holders or the Trustee Subordinated Lender would otherwise be entitled except for the provisions of this Section 4(a) shall be paid by the such Borrower, such Loan Party or such Obligor or by any receiver, trustee in bankruptcy, liquidating trustee or agent trustee, agents or other person making such payment or distributiondistribution to, whether a trustee in bankruptcyor if received by such Borrower, a receiver such Loan Party or liquidating trustee such Obligor, shall be held for the benefit of and shall be forthwith paid or otherwisedelivered to, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or Administrative Agent for distribution to the holders of such Policy Liabilities Administrative Agent and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issuedother Guarantied Parties, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofapplicable. (c) If the Subordinated Lender does not file proper claims or proofs of claim in the form required in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to any Borrower, a Loan Party or an Obligor or its property prior to 45 days before the expiration of the time to file such claims, then (a) upon the request of the Administrative Agent, the Subordinated Lender shall file such claims and proofs of claim in respect of this instrument and execute and deliver such powers of attorney, assignments and other instruments as are required to enable the Administrative Agent and the other Guarantied Parties to enforce any and all claims upon or in respect of the Subordinated Debt and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of Subordinated Debt, and (b) Subject whether or not the Subordinated Lender shall take the action described in the preceding clause (a) the Administrative Agent and the other Guarantied Parties shall nevertheless be deemed to have such powers of attorney as may be necessary for them to file appropriate claims and proofs of claim and otherwise exercise the payment in full powers described above. (d) No right of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders Administrative Agent or any other Guarantied Party to enforce the terms of this Section shall be subrogated impaired by any act or failure to act by any Borrower, a Loan Party or an Obligor. Neither the terms of this Section nor the rights of the holders of Policy Liabilities Administrative Agent and Guarantor Senior Indebtedness to receive payments the other Guarantied Parties hereunder shall be affected by any extension, renewal or distributions of cash, property or securities modification of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if anyterms of, or the granting of any other amount payablesecurity in respect of, and any interest thereonSenior Debt or any exercise or nonexercise of any right, of power or on remedy with respect thereto. (e) Until the Debentures shall be Senior Debt is paid in full and no payments the lending commitments under the Loan Documents shall have terminated, the Subordinated Lender shall not exercise any right of subrogation that it may have now or distributions to the Holders hereafter as a result of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions performance of this paragraph and paragraph Guaranty. (af) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph Section shall (ai) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantorsuch Borrower, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, such Loan Party or such Obligor and the HoldersSubordinated Lender, the obligation of the Guarantorsuch Borrower, or such Loan Party or such Obligor, which is unconditional absolute and absoluteunconditional, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable principal of or and interest on the Debentures, as and when the same shall become due and payable Subordinated Debt in accordance with their its terms, or to ; (ii) affect the relative rights of the Holders Subordinated Lender and creditors of the Guarantor such Borrower, or such Loan Party or such Obligor other than the holders of Policy Liabilities Administrative Agent and Guarantor Senior Indebtedness, nor shall anything herein the other Guarantied Parties; or in the Debentures (iii) prevent the Trustee or the Holders Subordinated Lender from exercising all its available remedies otherwise permitted by applicable law upon an event of default under the IndentureSubordinated Debt, subject to the rights, if any, under this paragraph or paragraph (a) above rights of the holders of Policy Liabilities Administrative Agent and Guarantor Senior Indebtedness in respect of the other Guarantied Parties to receive cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount assets otherwise payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of Subordinated Lender to the extent set forth in this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullSection.

Subordination. (a) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Each Guarantor covenants and hereby agrees that any Indebtedness of any Borrower now or hereafter owing to any Guarantor, whether heretofore, now or hereafter created (the Guarantor’s obligations “Guarantor Subordinated Debt”), is hereby subordinated to all of the Obligations and that, except as permitted under Section 8.5 (Restricted Payments) of the Credit Agreement, the Guarantor Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Subordinated Guarantee to make Guaranty is terminated and of no further force or effect. No Guarantor shall accept any payment with respect of or on account of any Guarantor Subordinated Debt at any time in contravention of the foregoing. Upon the occurrence and during the continuance of an Event of Default and GUARANTY J. CREW GROUP, INC. subject to the Debentures are expressly postponed and subordinatedIntercreditor Agreement, the Guarantors shall pay to the extent and in the manner hereinafter set forth, in right of Administrative Agent any payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets part of the Guarantor upon Subordinated Debt and any dissolution, winding-up, liquidation or reorganization amount so paid to the Administrative Agent shall be applied to payment of the Guarantor, whether Obligations as provided in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment Section 2.13(f) (Payments and Computations) of the Credit Agreement. Each payment on the Guarantor Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Guarantor as trustee for the benefit of creditors or any other marshalling of the assets Guarantied Parties and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Guarantor’s liability hereof. Each Guarantor agrees to file all claims against any Borrower in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt, and the Administrative Agent shall be entitled to all of such Policy Liabilities and Guarantor’s rights thereunder. If for any reason a Guarantor Senior Indebtedness or their representative or representatives or fails to file such claim at least ten Business Days prior to the trustee last date on which such claim should be filed, such Guarantor hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in such Guarantor’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or trustees under any indenture under which any instruments evidencing any its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Administrative Agent all of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect Guarantor’s rights to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to which such Guarantor otherwise would be entitled. If the Holders of cashamount so paid is greater than such Guarantor’s liability hereunder, property or securities otherwise distributable the Administrative Agent shall pay the excess amount to the Policy Liabilities and party entitled thereto. In addition, each Guarantor Senior Indebtedness shall, hereby irrevocably appoints the Administrative Agent as between the its attorney-in-fact to exercise all of such Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to ’s voting rights in connection with any bankruptcy proceeding or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely any plan for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise reorganization of any such remedyBorrower. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. If, for any reason, any Loan Party is now or hereafter becomes indebted to Guarantor for debt for borrowed money (a) The terms of this Section 4(a) such indebtedness and Section 4(c) have paramountcy over all interest thereon being referred to as the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect “Affiliated Debt”), such Affiliated Debt shall, at all times be subordinate in all respects to the Debentures are expressly postponed full payment and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets performance of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders Obligations by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payablesuch Loan Party, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or receive payment thereof until all of the Obligations have been fully paid and performed by the Borrower. The Guarantor agrees that any liens, mortgages, deeds of trust, security interests, judgment liens, charges or other encumbrances of any Loan Party’s assets securing the payment of the Affiliated Debt shall be and remain subordinate and inferior to receive any payments arising out liens, security interests, judgment liens, charges or other encumbrances upon any Loan Party’s assets securing the payment of the Obligations, and without the prior written consent of the Holders, as determined and communicated by the Agent, the Guarantor shall not exercise or based upon such enforce any creditor’s rights of any nature against any Loan Party to collect the Affiliated Debt. There is no agreement, indenture, contract or instrument to which the Guarantor is subject or by which the Guarantor may be bound that requires the subordination in right of subrogation payment of the Obligations under this Guaranty to any other obligations of the Guarantor. In the event of the receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving any Loan Party as a debtor, the Agent shall have the right and authority, either in its own name or as attorney-in-fact for the Guarantor (and the Guarantor hereby appoints the Agent as its attorney-in-fact solely for such limited purpose), to file such proof of debt, claim, petition or other documents and to take such other steps as are necessary to prove the Agent’s rights hereunder. Such appointment of the Agent as attorney-in-fact is irrevocable and coupled with an interest. Any sum paid to the Guarantor in violation of this Section 6 shall be held in trust for the benefit of the Holders, segregated from other funds of the Guarantor, and promptly paid or delivered to the Agent in the same form as so received to be credited against the Obligations. For the avoidance of doubt, and without limiting any other provision of this Guaranty, this Section 6 shall survive the Guarantor’s performance of its obligations hereunder until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall Obligations have been paid satisfied in fullfull in cash.

Subordination. (a) The terms Each Borrower (each a "PAYEE BORROWER") hereby subordinates any and all indebtedness and/or obligations of any other Borrower (each, an "OTHER BORROWER") now or hereafter owing to such Payee Borrower (an "INTERCOMPANY OBLIGATION") to the full and prompt payment and performance of all of the Obligations. Following the occurrence and during the continuation of any Event of Default, any payments on such intercompany obligations to any such Payee Borrower, if Administrative Agent or the Requisite Lenders to request, shall be collected, enforced and received by such Payee Borrower, in trust, as trustee for Administrative Agent and shall be paid over to Administrative Agent on account of the Obligations, but without reducing or affecting in any manner the liability of such Payee Borrower under the other provisions of this Section 4(a12. Administrative Agent is authorized and empowered, but not obligated, in its discretion following the occurrence and during the continuation of any Event of Default, (a) in the name of any such Payee Borrower, to collect and Section 4(c) have paramountcy over the terms enforce, and to submit claims in respect of, any intercompany obligations of every other section of this Subordinated Guarantee. The Guarantor covenants any Other Borrower to such Payee Borrower and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make apply any payment with respect amounts received thereon to the Debentures are expressly postponed Obligations, and subordinated(b) to require each such Payee Borrower (i) to collect and enforce, and to submit claims in respect of, any intercompany obligations of any Other Borrower to such Payee Borrower, and (ii) to pay any amounts received on such intercompany obligations to Administrative Agent for application to the extent and Obligations. (b) Without limiting any of the provisions set forth in the manner hereinafter set forthsubsection (a) above, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon upon any distribution of assets of the Guarantor upon Other Borrower in any dissolution, winding-winding up, liquidation or reorganization of the Guarantor, (whether in bankruptcy, insolvency, reorganization insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law),otherwise): (i) the holders of all Policy Liabilities Administrative Agent and all Guarantor Senior Indebtedness Lenders shall first be entitled to receive payment in full in cash of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon the Obligations before any Holder Payee Borrower is entitled to receive any payment pursuant to this Subordinated Guarantee in respect on account of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof;intercompany obligations owing to such Payee Borrower. (ii) any Any payment or distribution of assets of the Guarantor any Other Borrower of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee any Payee Borrower would be entitled except for the provisions of this Section 4(a) 12.9, shall be paid by the liquidating trustee or agent Administrative Agent or other person Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, distribution directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to Administrative Agent the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness Obligations remaining unpaid, unpaid after giving effect to any concurrent payment or distribution or provisions therefor to the holders of such Policy Liabilities Administrative Agent for itself and Guarantor Senior Indebtedness in respect thereof; andLenders. (iii) in In the event that, that notwithstanding the foregoingforegoing provisions of this Section 12.9, any payment or distribution of assets of the Guarantor any Other Borrower of any kind or character, whether in cash, property or securities, shall be received by the Trustee any Payee Borrower on behalf account of the Holders or any Holder intercompany obligations owing to such Payee Borrower before all Policy Liabilities and all Guarantor Senior Indebtedness is Obligations are paid in full, such payment or distribution shall be received and held in trust for and shall be paid over to the holders of such Policy Liabilities Administrative Agent for itself and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, Lenders for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid the Obligations until all such Policy Liabilities and Guarantor Senior Indebtedness of the Obligations shall have been paid in full, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Policy Liabilities Administrative Agent for itself and Guarantor Senior Indebtedness in respect thereof. Lenders. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.[Signature Page Follows]

Subordination. If Borrower or any Guarantor is now or hereafter becomes indebted to one or more Guarantors (a) The terms such indebtedness and all interest thereon is referred to as the “Affiliated Debt”), such Affiliated Debt shall be subordinate in all respects to the full payment and performance of this Section 4(a) the Secured Obligations, and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The no Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee shall be entitled to make any enforce or receive payment with respect to any Affiliated Debt until the Debentures are expressly postponed and subordinatedRelease Date. Each Guarantor agrees that any liens, to the extent and in the manner hereinafter set forthmortgages, in right deeds of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtednesstrust, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding security interests, judgment liens, charges or hereinafter incurred. Upon any distribution of assets of the Guarantor other encumbrances upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors Borrower’s or any other marshalling Guarantor’s assets securing the payment of the Affiliated Debt shall be and remain subordinate and inferior to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s or any other Guarantor’s assets and liabilities securing the payment of the Secured Obligations, and without the prior written consent of Administrative Agent, no Guarantor shall exercise or enforce any creditor’s rights of any nature against Borrower or any other Guarantor to collect the Affiliated Debt (other than demand payment therefor). In the event of the receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving Borrower or any applicable Guarantor as a debtor, Administrative Agent has the right and authority, either in its own name or as attorney-in-fact for any applicable Guarantor, to file such proof of debt, claim, petition or other documents and to take such other steps as are necessary to prove its rights hereunder and receive directly from the receiver, trustee or other court custodian, payments, distributions or other dividends which would otherwise (subject be payable upon the Affiliated Debt. Each Guarantor hereby assigns such payments, distributions and dividends to the power of a court of competent jurisdiction Administrative Agent, and irrevocably appoints Administrative Agent as its true and lawful attorney-in-fact with authority to make and file in the name of such Guarantor any proof of debt, amendment of proof of debt, claim, petition or other equitable provision reflecting the rights conferred document in this Subordinated Guarantee upon the Policy Liabilities such proceedings and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payablesums becoming distributable on account of the Affiliated Debt, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant execute such other documents and to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, give acquittances therefor and to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities do and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of perform all such Policy Liabilities other acts and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities things for and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of such Guarantor as may be necessary in the Holders or opinion of Administrative Agent in order to have the Affiliated Debt allowed in any Holder before all Policy Liabilities such proceeding and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments payments, distributions or distributions dividends of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyAffiliated Debt. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. All payments on account of all indebtedness, liabilities and other obligations of Borrower to any Subsidiary Guarantor, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined (athe “Subsidiary Guarantor Subordinated Indebtedness”) The terms shall be subject, subordinate and junior in right of this Section 4(a) payment and Section 4(c) have paramountcy over the terms exercise of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinatedremedies, to the extent and in the manner hereinafter set forthforth herein, in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding cash or hereinafter incurred. Upon any distribution of assets cash equivalents of the Guarantor upon Guaranteed Obligations. As long as any dissolution, winding-up, liquidation or reorganization of the GuarantorGuaranteed Obligations (other than unasserted contingent indemnification obligations) shall remain outstanding and unpaid, whether in bankruptcy, insolvency, reorganization each Subsidiary Guarantor shall not accept or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution by or on behalf of Borrower or any other Subsidiary Guarantor, directly or indirectly, or assets of the Guarantor Borrower or any other Subsidiary Guarantor, of any kind or character, whether in cash, property or securities, including on account of the purchase, redemption or other acquisition of Subsidiary Guarantor Subordinated Indebtedness, as a result of any collection, sale or other disposition of collateral, or by setoff, exchange or in any other manner, for or on account of the Subsidiary Guarantor Subordinated Indebtedness (“Subsidiary Guarantor Subordinated Indebtedness Payments”), except that, so long as an Event of Default does not then exist, any Subsidiary Guarantor shall be entitled to which the Holders accept and receive payments on its Subsidiary Guarantor Subordinated Indebtedness, in accordance with past business practices of such Subsidiary Guarantor and Borrower (or any other applicable Subsidiary Guarantor) and not in contravention of any Law or the Trustee would terms of the Loan Documents. If any Subsidiary Guarantor Subordinated Indebtedness Payments shall be entitled except for the provisions received in contravention of this Section 4(a) 11.19, such Subsidiary Guarantor Subordinated Indebtedness Payments shall be held in trust for the benefit of Lender and shall be paid by the liquidating trustee over or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly delivered to Agent for application to the holders payment in full in cash or cash equivalents of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, all Guaranteed Obligations remaining unpaid to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, give effect to this Section 11.19 after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness Lender in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyGuaranteed Obligations. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. Notwithstanding anything to the contrary herein, at all times the Subordinated Debt shall be subordinated to the Superior Debt. Until the indefeasible payment in full of the Superior Debt: (a) The terms the payment of this Section 4(a) the principal amount or and Section 4(c) have paramountcy over the terms fees and premiums, if any (including payment of every other section of this interest), on all Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect Debt shall be subordinated to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Policy Liabilities Superior Debt; (b) Able will not make and all Guarantor Senior IndebtednessWorldCom will not take or receive from Able, in accordance with any manner, payment of the terms whole or any part of the principal of and interest on and fees and premiums, if any, of the Subordinated Debt; and (c) the Subordinated Lender will not take any action towards the enforcement of any liens in respect of any or all of the Subordinated Debt or exercise any rights granted under such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurredliens in respect of the collateral subject thereto. Upon any distribution of assets of the Guarantor Able to its creditors upon any dissolution, winding-up, liquidation total or partial liquidation, readjustment of debt, reorganization or similar proceeding of the GuarantorAble or its property, whether or in any bankruptcy, insolvency, reorganization or receivership proceedings or upon an receivership, assignment for the benefit of creditors or any other marshalling creditors, marshaling of the assets and liabilities of Able, or other proceeding, whether any of the Guarantor foregoing is voluntary or otherwise (subject to involuntary, partial or complete, all amounts due on the power Superior Debt including all interest, fees and costs of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred collections, including attorney's fees and expenses shall first be paid in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness full before WorldCom shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive retain any payment pursuant to this Subordinated Guarantee or distribution from Able in respect of the principalSubordinated Debt. Notwithstanding the foregoing paragraphs and without any derogation thereof, premiumif upon any such dissolution, interestwinding-up, redemption price or any other amount payable of or on the Debenturesliquidation, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or characterreadjustment, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent reorganization or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoingproceeding, any payment or distribution of assets or securities of the Guarantor Able of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf WorldCom in respect of the Holders or any Holder Subordinated Debt before all Policy Liabilities and all Guarantor Senior Indebtedness the Superior Debt is indefeasibly paid in full, such payment or distribution will be held in trust for the benefit of, and shall promptly be paid over in trust for the benefit of, and in the form received (duly endorsed, if necessary, to the holders of such Policy Liabilities and Guarantor Senior Indebtedness the Superior Debt) to the holders of the Superior Debt (or their representative or representatives or to the appointed trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, agent) for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid the Superior Debt until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures Superior Debt shall have been paid in full.

Subordination. (a) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Subordinated Guarantee. The Each Guarantor covenants and hereby agrees that any Indebtedness of the Borrower now or hereafter owing to any Guarantor’s obligations , whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby subordinated to all of the Obligations, and that, except as permitted under Section 8.12(a) of the Amended Credit Agreement, the Guarantor Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Subordinated Guarantee to make Guaranty is terminated and of no further force or effect. No Guarantor shall accept any payment with respect of or on account of any Guarantor Subordinated Debt at any time in contravention of the foregoing. Upon the occurrence and during the continuance of an Event of Default, the Borrower shall, upon demand, pay to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, in right of Administrative Agent any payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets part of the Guarantor upon Subordinated Debt and any dissolution, winding-up, liquidation or reorganization amount so paid to the Administrative Agent shall be applied to payment of the Guarantor, whether Obligations as provided in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment Section 2.13(f) of the Amended Credit Agreement. Each payment on the Guarantor Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Guarantor as trustee for the benefit of creditors or any other marshalling of the assets Guarantied Parties and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Guarantor’s liability hereof. Each Guarantor agrees to file all claims against the Borrower in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt, and the Administrative Agent shall be entitled to all of such Policy Liabilities and Guarantor’s rights thereunder. If for any reason a Guarantor Senior Indebtedness or their representative or representatives or fails to file such claim at least ten Business Days prior to the trustee last date on which such claim should be filed, such Guarantor hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in such Guarantor’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or trustees under any indenture under which any instruments evidencing any its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Administrative Agent all of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect Guarantor’s rights to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to which such Guarantor otherwise would be entitled. If the Holders of cashamount so paid is greater than such Guarantor’s liability hereunder, property or securities otherwise distributable the Administrative Agent shall pay the excess amount to the Policy Liabilities and party entitled thereto. In addition, each Guarantor Senior Indebtedness shall, hereby irrevocably appoints the Administrative Agent as between its attorney-in-fact to exercise all of such Guarantor’s voting rights in connection with any bankruptcy proceeding or any plan for the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account reorganization of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyBorrower. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms of this Section 4(a) and Section 4(c) have paramountcy over the terms of every other section of this Each Subordinated Guarantee. The Guarantor covenants and Lender hereby agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect all its right, title and interest in and to the Debentures are expressly postponed Subordinated Obligations shall be subordinate and subordinated, to the extent and in the manner hereinafter set forth, junior in right of payment to the prior rights of the Senior Lenders in respect of the Obligations of the Borrower arising under the Loan Agreement or the other Loan Documents, including the payment of principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Holdings, the Borrower or any Subsidiary whether or not a claim for post-filing interest is allowed or allowable in any such proceeding), fees, charges, expenses, indemnities, reimbursement obligations, Guarantees and all other amounts payable thereunder or in respect thereof (collectively, the "Senior Obligations"). For purposes hereof, "Subordinated Obligations" means all obligations of each Subordinated Borrower to each Subordinated Lender in respect of loans, advances, extensions of credit or other Indebtedness, including in respect of principal, premium (if any), interest, fees, charges, expenses, indemnities, reimbursement obligations and other amounts payable in respect thereof. (b) Each Subordinated Borrower and each Subordinated Lender agrees (in each case solely with respect to the Subordinated Obligations in respect of which it is the obligor or obligee, as the case may be, and solely with respect to each Subordinated Borrower or Subordinated Lender that is its counterparty on such Subordinated Obligations) that no payment (whether directly, by purchase, redemption or exercise of any right of setoff or otherwise) in respect of the Subordinated Obligations, whether as principal, interest or otherwise, and whether in cash, securities or other property, shall be made by or on behalf of any Subordinated Borrower or received, accepted or demanded, directly or indirectly, by or on behalf of any Subordinated Lender at any time when an "Event of Default" exists as defined under the Loan Agreement and the Borrower has received a written notice from the Administrative Agent prohibiting any further payment in full respect of all Policy Liabilities the Subordinated Obligations so long as any such Event of Default is continuing (provided that such notice shall not be required to be given (and all Guarantor Senior Indebtednessno such payment may be made) if the Event of Default is of the type set forth in Section 7.01(a), in accordance with (g), or (h) of the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Loan Agreement). (c) Upon any distribution of the assets of the Guarantor any Subordinated Borrower or upon any dissolution, winding-winding up, liquidation or reorganization of the Guarantorany Subordinated Borrower, whether in bankruptcy, insolvency, reorganization reorganization, arrangement or receivership proceedings or otherwise, or upon an any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor any Subordinated Borrower, or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law),otherwise: (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness Lenders shall first be entitled to receive payment in full in cash or immediately available funds of any principal thereof, premium, if any, interest, redemption price, if any, or any the Senior Obligations (whenever arising) (other amount than indemnification obligations and other contingent obligations not then due and payable, and any interest thereon, due thereon ) before any Holder is Subordinated Lender shall be entitled to receive any payment pursuant to this Subordinated Guarantee in respect on account of the Subordinated Obligations of such Subordinated Borrower, whether of principal, premium, interest, redemption price interest or any other amount payable of or on the Debentures, or interest on overdue amounts thereof;otherwise; and (ii) any payment by, or on behalf of, or distribution of the assets of the Guarantor of, such Subordinated Borrower of any kind or character, whether in cash, property securities or securitiesother property, to which the Holders or the Trustee any Subordinated Lender would be entitled except for the provisions of this Section 4(a) 1 shall be paid or delivered by the liquidating trustee or agent or other person making such payment or distribution, distribution (whether a trustee in bankruptcy, a receiver receiver, custodian or liquidating trustee or otherwise, ) directly to the holders Administrative Agent, for the benefit of Policy Liabilities and Guarantor the Senior Indebtedness or their representative or representatives or Lenders (pro rata, in accordance with the respective amounts of the Senior Obligations owed to each of the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issuedLenders), as their respective interests may appear, to until the extent necessary to make payment in full of all Senior Obligations (other than indemnification obligations and other contingent obligations not then due and payable). At any time when an Event of Default has occurred and is continuing, each Subordinated Lender agrees not to ask, demand, xxx for or take or receive from any Subordinated Borrower in cash, securities or other property or by setoff, purchase or redemption (including, without limitation, from or by way of collateral), payment of all or any part of the Subordinated Obligations and agrees that in connection with any proceeding involving any Subordinated Borrower under any bankruptcy, insolvency, reorganization, arrangement, receivership or similar law (i) the Administrative Agent is irrevocably authorized and empowered (in its own name or in the name of such Policy Liabilities Subordinated Lender or otherwise), but shall have no obligation, to demand, xxx for, collect and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the applicable Subordinated Obligations and enforcing any security interest or other lien securing payment of such Subordinated Obligations) as the Administrative Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interest of the Senior Lenders and (ii) such Subordinated Lender shall duly and promptly take such action as the Administrative Agent may request to (A) collect amounts in respect of the applicable Subordinated Obligations for the account of the Senior Lenders and to file appropriate claims or proofs of claim in respect of such Subordinated Obligations, (B) execute and deliver to the holders Administrative Agent such irrevocable powers of such Policy Liabilities attorney, assignments or other instruments as the Administrative Agent may request in order to enable the Administrative Agent to enforce any and Guarantor all claims with respect to, and any security interests and other liens securing payment of, the applicable Subordinated Obligations and (C) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the applicable Subordinated Obligations. A copy of this Agreement may be filed with any court as evidence of the Senior Indebtedness in respect thereof; andLenders' right, power and authority hereunder. (iiid) in In the event that, notwithstanding the foregoing, that any payment by, or on behalf of, or distribution of the assets of the Guarantor of, any Subordinated Borrower of any kind or character, whether in cash, property securities or securitiesother property, and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, shall be received by the Trustee or on behalf of the Holders any Subordinated Lender or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness Affiliate thereof at a time when such payment is paid in fullprohibited by this Agreement, such payment or distribution shall be held by such Subordinated Lender in trust (segregated from other property of such Subordinated Lender) for the benefit of, and shall forthwith be paid over to to, the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appearAdministrative Agent, for application the benefit of the Senior Lenders (pro rata, in accordance with the respective amounts of the Senior Obligations owed to each of the Senior Lenders), until the payment in full in cash or immediately available funds of all Policy Liabilities Senior Obligations (other than indemnification obligations and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities other contingent obligations not then due and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofpayable). (be) Subject to the prior payment in full in cash or immediately available funds of all Policy Liabilities the Senior Obligations (other than indemnification obligations and all Guarantor Senior Indebtedness when other contingent obligations not then due and owingpayable), the Holders each applicable Subordinated Lender shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness Lenders to receive payments or distributions of in cash, securities or other property or securities of the Guarantor each applicable Subordinated Borrower applicable to Policy Liabilities and Guarantor the Senior Indebtedness Obligations until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or all amounts owing on the Debentures Senior Obligations shall be paid in full and no payments in cash or distributions to the Holders of cashimmediately available funds, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shalland, as between the Guarantorand among a Subordinated Borrower, its creditors (other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, Lenders) and the Holdersapplicable Subordinated Lenders, no such payment or distribution made to the Senior Lenders by virtue of this Agreement that otherwise would have been made to any applicable Subordinated Lender shall be deemed to be a payment by the Guarantor to or applicable Subordinated Borrower on account of the Debentures. It is Subordinated Obligations, it being understood that the provisions of this paragraph and paragraph (ae) above are and are intended solely for the purpose of defining the relative rights of the HoldersSubordinated Lenders and the Senior Lenders. (f) Without the prior written consent of the Administrative Agent, on the one handno Subordinated Borrower shall give, or permit to be given, and no Subordinated Lender shall receive, accept or demand, (i) any security of any nature whatsoever for any Subordinated Obligations on any property or assets, whether now existing or hereafter acquired, of any Subordinated Borrower or any subsidiary of any Subordinated Borrower, unless such security shall by its terms be subject to enforcement and collection by the holders Administrative Agent in connection with any action in respect of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph enforcement or collection taken under paragraph (ac) above or elsewhere in this (ii) any Guarantee, of any nature whatsoever, by any Subordinated Guarantee (Borrower or any subsidiary of any Subordinated Borrower, of any Subordinated Obligations other than Section 13 any Guarantee subordinated to the Senior Obligations on terms substantially identical to (and no less favorable in any significant respect to the Senior Lenders than) those hereof. Each Subordinated Lender agrees that all the proceeds of any such security or Guarantee shall be subject to the provisions hereof with respect to payments and other distributions in respect of the Subordinated Obligations. (g) is intended Any and all instruments or records now or hereafter creating or evidencing the Subordinated Obligations, whether upon refunding, extension, renewal, refinancing, replacement or otherwise, shall contain the following legend: "Notwithstanding anything contained herein to the contrary, neither the principal of nor the interest on, nor any other amounts payable in respect of, the indebtedness created or evidenced by this instrument or record shall impairbecome due or be paid or payable, except to the extent permitted under the Affiliate Subordination Agreement dated October 28, 2010, among, inter alia, Hawaiian Telcom Holdco, Inc., Hawaiian Telcom Communications, Inc., Hawaiian Telcom, Inc., Hawaiian Telcom Services Company, Inc. and Wilmington Trust FSB, as between Administrative Agent for the GuarantorSenior Lenders, its creditors other than which Affiliate Subordination Agreement is incorporated herein with the holders same effect as if fully set forth herein." (h) Each Subordinated Lender agrees that, except for claims submitted in any proceeding contemplated by Section 1(c) hereof, it will not take any action to cause any Subordinated Obligations to become payable prior to their scheduled maturity (which, in the case of Policy Liabilities and Guarantor Senior Indebtednessany demand notes, shall be the date demand is made thereunder) or exercise any remedies or take any action or proceeding to enforce any Subordinated Obligation if the payment of such Subordinated Obligation is then prohibited by this Agreement, and each Subordinated Lender further agrees not to file, or to join with any other creditors of any Subordinated Borrower in filing, any petition commencing any bankruptcy, insolvency, reorganization, arrangement or receivership proceeding or any assignment for the Holders, the obligation benefit of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price creditors against or in respect of such Subordinated Borrower or any other amount marshalling of the assets and liabilities of such Subordinated Borrower (provided, that this prohibition shall in no event be construed so as to limit any Subordinated Lender's right to cause any Subordinated Obligations to become payable of or on prior to their scheduled maturity if all the Debentures, as and when outstanding Loans under the same shall become Loan Agreement have been declared due and payable in accordance with prior to their termsscheduled maturity dates). Each Subordinated Lender further agrees, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rightsfullest extent permitted under applicable law, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of that it will not cause any Subordinated Borrower to file any such remedy. (c) No payment by the Guarantor on account of principalpetition, premium, interest, redemption price commence any such proceeding or make any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor such assignment referred to above until all Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall Obligations have been paid in fullfull in cash or immediately available funds.

Subordination. (a) The terms Effective upon the occurrence of this Section 4(a) and Section 4(c) have paramountcy over the terms an Event of every other section of this Subordinated Guarantee. The Default, each Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinatedhereby absolutely subordinates, to the extent and in the manner hereinafter set forth, both in right of payment and in time of payment, any and all present or future obligations and liabilities of any other Obligor to such Guarantor (“Guarantor Subordinated Debt”), to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets cash of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the GuarantorGuarantied Obligations, whether in bankruptcy, insolvency, reorganization or receivership proceedings not such Guarantor Subordinated Debt constitutes or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full arises out of any principal thereofsubrogation, premiumreimbursement, if anycontribution, interest, redemption price, if any, indemnity or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant similar right attributable to this Subordinated Guarantee in respect of the principalGuaranty. Without limitation, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any no payment or distribution of assets of the Guarantor any Obligor of any kind or character, whether in cash, property securities or securitiesother property, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee made on or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly with respect to the holders Guarantor Subordinated Debt after the occurrence of Policy Liabilities an Event of Default and Guarantor Senior Indebtedness or their representative or representatives or prior to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full in cash of the Guarantied Obligations. If, whether or not at the Beneficiary’s request, a Guarantor shall receive, after the occurrence of an Event of Default and prior to payment in full in cash of all such Policy Liabilities and Guarantied Obligations, payment of any sum from any other Obligor upon any Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoingSubordinated Debt, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, such sum shall be received by such Guarantor as trustee for the Trustee on behalf of the Holders or any Holder before all Policy Liabilities Beneficiary and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall forthwith be paid over to the holders Beneficiary on account of the Guarantied Obligations, without reducing or affecting in any manner the liability of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofthis Guaranty. (b) Subject Each Guarantor shall file in any bankruptcy or reorganization or similar proceeding in which the filing of claims is required by Applicable Laws, all claims that such Guarantor may have against any other Obligor relating to the payment in full of all Policy Liabilities and all any Guarantor Senior Indebtedness when due and owingSubordinated Debt. If a Guarantor does not file any such claim, the Holders Beneficiary (or its nominee) as attorney-in-fact for the Guarantor is hereby authorized to do so in the name of such Guarantor. Each Guarantor agrees that, in connection with any such proceeding, it shall be subrogated to not contest or oppose the rights treatment of claims of the holders Beneficiary in any plan of Policy Liabilities reorganization or otherwise and Guarantor Senior Indebtedness to receive payments it shall vote any claims that exist by virtue of this Guaranty or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, Subordinated Debt in connection with any plans of reorganization or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shallotherwise, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, may be deemed to be a payment requested by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyBeneficiary. (c) No payment by Each Guarantor hereby grants the Guarantor on account Beneficiary a power of principal, premium, interest, redemption price or any other amount payable attorney for the purposes set forth in this Section 8. Such power of or on the Debentures shall attorney is coupled with an interest and cannot be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worthrevoked. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of subordination under this Subordinated Guarantee; provided, however, that the Guarantor Section 8 shall not be entitled apply to enforce or to receive any payments arising out made in the ordinary course of or based upon such right business for goods and services provided in the ordinary course of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullbusiness.

Subordination. (a) The terms Any and all present and future debts and obligations of this Section 4(a) Borrower to Guarantor are hereby postponed in favor of and Section 4(c) have paramountcy over subordinated to the terms full payment and performance of every other section the Guaranteed Obligations. Any instruments now or hereafter evidencing any indebtedness of this Subordinated Guarantee. The Borrower to Guarantor covenants and agrees shall be marked with a legend that the same are subject to this Guaranty and, if Lender so requests, shall be delivered to Lender. Upon the liquidation, bankruptcy, or distribution of any of Borrower's assets, Guarantor shall assign to Lender all of Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed 's claims on account of such indebtedness so that Lender shall receive all dividends and subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payments on such indebtedness until payment in full of all Policy Liabilities the Guaranteed Obligations. This Section 5 shall constitute such an assignment if Guarantor fails to execute and deliver such an assignment. All monies or other property of Guarantor at any time in Lender's possession may be held by Lender as security for any and all obligations of Guarantor Senior Indebtednessto Lender, now existing or hereafter arising, whether absolute or contingent, whether due or to become due, and whether under this Guaranty or otherwise. Guarantor also agrees that Lender's books and records showing the account between Lender and Borrower shall be admissible in accordance with any action or proceeding and shall be binding upon Guarantor for the purpose of establishing the terms set forth therein and shall constitute prima facie proof thereof. If Lender requests, any indebtedness of such Policy Liabilities and Borrower now or later owed to Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereofcollected, premium, if any, interest, redemption price, if any, or any other amount payable, enforced and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect of the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Section 4(a) shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities Guarantor as trustee for Lender and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or Lender on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the HoldersGuaranteed Obligations, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the without affecting Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, 's liability under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyGuaranty. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms Any indebtedness of this Section 4(a) and Section 4(c) have paramountcy over Borrower now or hereafter owing to either of the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect Parent or Arlington is hereby subordinated to the Debentures are expressly postponed and subordinated, Guaranteed Obligations owing to the extent Secured Creditors; and in if the manner hereinafter set forthAdministrative Agent so requests at a time when an Event of Default exists, in right all such indebtedness of payment Borrower to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets either of the Guarantor upon any dissolutionParent or Arlington shall be collected, winding-up, liquidation or reorganization enforced and received by either of the Guarantor, whether in bankruptcy, insolvency, reorganization Parent or receivership proceedings or upon an assignment Arlington for the benefit of creditors or any other marshalling the Secured Creditors and be paid over to the Administrative Agent on behalf of the assets and liabilities Secured Creditors on account of the Guarantor or otherwise (subject Guaranteed Obligations to the power Secured Creditors, but without affecting or impairing in any manner the liability of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee in respect either of the principal, premium, interest, redemption price Parent or any Arlington under the other amount payable of or on the Debentures, or interest on overdue amounts thereof; (ii) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Holdings Guaranty. Prior to the transfer by either of the Parent or Arlington of any note or negotiable instrument evidencing any such indebtedness of Borrower to either of the Parent or Arlington, the Parent or Arlington, as the case may be, shall xxxx such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each of the Parent and Arlington hereby agrees with the Secured Creditors that neither the Parent or Arlington, as the case may be, will exercise any right of subrogation which it may at any time otherwise have as a result of this Holdings Guaranty (whether contractual, under Section 4(a) shall be paid by 509 of the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee Bankruptcy Code or otherwise, directly to the holders of Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may ) until all Guaranteed Obligations have been issued, as their respective interests may appear, irrevocably paid in full in cash. If and to the extent necessary required in order for the Guaranteed Obligations either of the Parent or Arlington to make payment in full be enforceable under applicable federal, state and other laws relating to the insolvency of all debts, the maximum liability of either of the Parent or Arlington hereunder shall be limited to the greatest amount which can lawfully be guaranteed by either of the Parent or Arlington under such Policy Liabilities and Guarantor Senior Indebtedness remaining unpaidlaws, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof; and (iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before all Policy Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject to the payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness when due and owing, the Holders shall be subrogated to the rights of the holders of Policy Liabilities contribution, reimbursement and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if any, or any other amount payable, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property or securities otherwise distributable to the Policy Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, subrogation arising under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedySection. (c) No payment by the Guarantor on account of principal, premium, interest, redemption price or any other amount payable of or on the Debentures shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds and interest or any other amount payable on Policy Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worth. (d) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Corporation in respect of any amounts paid to such Holders by the Guarantor pursuant to the provisions of this Subordinated Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in full.

Subordination. (a) The terms At any time on or before the Senior Discharge Date, upon the occurrence of this Section 4(aan Insolvency Event that has occurred to or in respect of the Borrower, then in connection with the RPM Standby Facility Liabilities, the RPM Operating Cash Flow Shortfall Facility Liabilities, the A Preference Share Equity Claims and the Shareholder Liabilities: (i) and Section 4(c) have paramountcy over claims against the terms of every other section of this Subordinated Guarantee. The Guarantor covenants and agrees that the Guarantor’s obligations under this Subordinated Guarantee to make any payment with respect to the Debentures are expressly postponed and subordinated, to the extent and in the manner hereinafter set forth, Borrower will be subordinate in right of payment to the prior payment in full of all Policy Liabilities and all Guarantor Senior Indebtedness, in accordance with claims against the terms of such Policy Liabilities and Guarantor Senior Indebtedness whether now outstanding or hereinafter incurred. Upon any distribution of assets of the Guarantor upon any dissolution, winding-up, liquidation or reorganization of the Guarantor, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Guarantor or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Subordinated Guarantee upon the Policy Liabilities and the Guarantor Senior Indebtedness and the holders thereof with respect to payments in respect of this Subordinated Guarantee and the Holders by a lawful plan or reorganization under applicable insolvency law), (i) the holders of all Policy Liabilities and all Guarantor Senior Indebtedness shall be entitled to receive payment in full of any principal thereof, premium, if any, interest, redemption price, if any, or any other amount payable, and any interest thereon, due thereon before any Holder is entitled to receive any payment pursuant to this Subordinated Guarantee Borrower in respect of the principal, premium, interest, redemption price or any other amount payable Senior Liabilities and the Relevant Borrower Liabilities shall rank in the order of or on the Debentures, or interest on overdue amounts thereofpriority set out in clause 2.1 (Ranking of Relevant Borrower Liabilities); (ii) any payment RPM and N2C Resources (as applicable) shall not, unless otherwise directed by the Instructing Creditor or distribution as permitted by paragraph (e) of assets of this clause 11.1 (Subordination), prove for the Guarantor of any kind or characterRPM Standby Facility Liabilities, whether in cashthe RPM Operating Cash Flow Shortfall Facility Liabilities, property or securities, to which the Holders A Preference Share Equity Claims or the Trustee would be entitled except Shareholder Liabilities (as applicable) until the Senior Liabilities have first been paid or discharged in full (and for the provisions of this Section 4(a) shall be paid all purposes any Distribution received by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly SCB66 Global Intercreditor Agreement Execution Version (12062009).doc 65 Senior Finance Parties shall only be taken to discharge the holders of Policy Senior Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities or Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to make payment in full of all such Policy Liabilities and Guarantor the actual amount received by the Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereofFinance Parties); and (iii) if RPM or N2C Resources is directed by the Instructing Creditor to prove for the RPM Standby Facility Liabilities, the RPM Operating Cash Flow Shortfall Facility Liabilities, the A Preference Share Equity Claims or the Shareholder Liabilities (as applicable) then it shall act in accordance with such directions and shall procure (including, without limitation, the event that, notwithstanding granting of a power of attorney) that any resultant Distributions shall be made by the foregoing, any payment or distribution of assets liquidator of the Guarantor of any kind or characterBorrower, whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders or any Holder before other person making the Distribution, to the Senior Agent to the extent necessary to repay all Policy the Senior Liabilities and all Guarantor Senior Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Policy Liabilities and Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Policy Liabilities and Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Policy Liabilities and all Guarantor Senior Indebtedness remaining unpaid until all such Policy Liabilities and Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Policy Liabilities and Guarantor Senior Indebtedness in respect thereof. (b) Subject At any time on or before the RPM Discharge Date, upon the occurrence of an Insolvency Event that has occurred to or in respect of the Borrower, then in connection with the Shareholder Liabilities: (i) claims against the Borrower will be subordinate in right of payment to the payment claims against the Borrower in respect of the Senior Liabilities and the RPM Finance Liabilities; (ii) the Shareholders shall not, unless otherwise directed by the Instructing Creditor or as permitted by paragraph (c) of this clause 11.1 (Subordination) prove for the Shareholder Liabilities until the Senior Liabilities and the RPM Finance Liabilities have first been paid or discharged in full (and for all purposes any Distribution received by the Senior Finance Parties or RPM (as applicable) shall only be taken to discharge the Senior Liabilities or the RPM Finance Liabilities (as applicable) to the extent of all Policy the actual amount received by the Senior Finance Parties and RPM); and (iii) if any Shareholder is directed by the Instructing Creditor to prove for the Shareholder Liabilities of the Borrower then it shall act in accordance with such directions and all Guarantor Senior Indebtedness when due and owingshall procure (including, without limitation, the Holders granting of a power of attorney) that any resultant Distributions shall be subrogated to made by the rights liquidator of the holders of Policy Liabilities and Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Guarantor applicable to Policy Liabilities and Guarantor Senior Indebtedness until the principal, premium, interest, redemption price, if anyBorrower, or any other amount payableperson making the Distribution, and any interest thereon, of or on the Debentures shall be paid in full and no payments or distributions to the Holders of cash, property Senior Agent or securities otherwise distributable RPM (as applicable) to the Policy extent necessary to repay all the Senior Liabilities and Guarantor Senior Indebtedness shall, as between the Guarantor, its creditors other than the holders of Policy RPM Finance Liabilities and Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Guarantor to or on account of the Debentures. It is understood that the provisions of this paragraph and paragraph (a) above are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Policy Liabilities and Guarantor Senior Indebtedness, on the other hand. Nothing contained in this paragraph or paragraph (a) above or elsewhere in this Subordinated Guarantee (other than Section 13 hereof) is intended to or shall impair, as between the Guarantor, its creditors other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, and the Holders, the obligation of the Guarantor, which is unconditional and absolute, to pay to the Holders the principal, premium, interest, redemption price or any other amount payable of or on the Debentures, as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Policy Liabilities and Guarantor Senior Indebtedness, nor shall anything herein or in the Debentures prevent the Trustee or the Holders from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this paragraph or paragraph (a) above of the holders of Policy Liabilities and Guarantor Senior Indebtedness in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedyfull. (c) No payment At any time on or before the Holdco Funding Loans Discharge Date, upon the occurrence of an Insolvency Event that has occurred to or in respect of Holdco, then in connection with the Holdco Funding Loan Liabilities: (i) claims against Holdco by the Guarantor on account Borrower and RPM will rank equally in right of principalpayment pro rata to the proportion that the Plateau Holdco Capital Liabilities and SCB66 Global Intercreditor Agreement Execution Version (12062009).doc 66 RPM Holdco Capital Liabilities bear to Total Holdco Capital Liabilities respectively and in priority to claims against Holdco by the Borrower and RPM in respect of the Holdco A Preference Share Equity Claims and the Relevant Holdco Liabilities shall rank in the order of priority set out in clause 2.2 (Ranking of Relevant Holdco Liabilities); (ii) the Borrower and RPM shall not, premiumunless otherwise directed by the Security Agent, interestor as permitted by paragraph (e) of this clause 11.1 (Subordination) prove for the Holdco A Preference Share Equity Claims; (iii) if the Borrower or RPM is directed by the Security Agent to prove for the Holdco A Preference Share Equity Claims then it shall act in accordance with such directions and shall procure (including without limitation, redemption price the granting of a power of attorney) that any resultant Distributions shall be made by the liquidator of Holdco, or any other amount payable of or on person making the Debentures shall be made unless full payment of amounts then due for principalDistribution, premium, if any, sinking funds and interest or any other amount payable on Policy to the Security Agent to the extent necessary to repay all the Holdco Funding Loan Liabilities and Guarantor Senior Indebtedness has been made or duly provided for in money or money’s worthfull. (d) The Guarantor shall be subrogated At any time on or before the Opco Funding Loan Discharge Date, upon the occurrence of an Insolvency Event that has occurred to all rights of the Holders and the Trustee against the Corporation or in respect of any amounts paid Opco, then in connection with the Opco Funding Loan Liabilities: (i) claims against Opco in respect of the Opco Funding Loan Liabilities will rank in right of payment in priority to such Holders all other Relevant Opco Liabilities and the Relevant Opco Liabilities shall rank in the order of priority set out in clause 2.3 (Ranking of Relevant Opco Liabilities); (ii) Holdco shall not, unless otherwise directed by the Guarantor pursuant Security Agent or as permitted by paragraph (e) of this clause 11.1 (Subordination), prove for the Opco A Preference Share Equity Claims; and (iii) if Holdco is directed by the Security Agent to prove for the Opco A Preference Share Equity Claims then Holdco shall act in accordance with such directions and shall procure (including without limitation, the granting of a power of attorney) that any resultant Distributions shall be made by the liquidator of Opco, or any other person making the Distribution, to the Security Agent to the extent necessary to repay all the Opco Funding Loan Liabilities in full. (e) RPM or N2C Resources (as applicable) shall be entitled to prove claims in relation to Relevant Liabilities, which would otherwise be prohibited by the provisions of this Subordinated Guarantee; providedclause 11.1 (Subordination) in circumstances in which RPM or N2C Resources may otherwise permanently lose its right to file a claim against the relevant member of the Borrower Group if a claim is not filed at that time, howeverprovided that any amount received by RPM or N2C Resources pursuant to such a claim, that shall be deposited into a special single purpose SCB66 Global Intercreditor Agreement Execution Version (12062009).doc 67 proceeds account held in the Guarantor name of the relevant recovering Creditor with the Security Agent (a “Proceeds Account”) and the proceeds standing to the credit of any such Proceeds Account shall not be entitled to enforce or to receive any payments arising out applied by the Security Agent in accordance with the provisions of or based upon such right clause 12 (Application of subrogation until the principal of, premium, if any, interest and redemption price, if any, on all Debentures shall have been paid in fullProceeds).