Common use of Subrogation of Debentures Clause in Contracts

Subrogation of Debentures. Subject to the payment in full of all Senior Debt, the rights of the holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until the principal of, premium, if any, and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 and no payment over pursuant to the provisions of this Article 14 to the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Debt and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior Debt, on the other hand. Nothing contained in this Article 14 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Debt, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premium, if any, and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior Debt, nor shall anything herein or therein prevent the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior and Subordinated Debt, the rights of the holders of the Debentures shall be subrogated to the rights of the holders of Senior and Subordinated Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior and Subordinated Debt until the principal of, premium, if any, of and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior and Subordinated Debt of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 Article, and no payment over pursuant to the provisions of this Article 14 to the holders of Senior and Subordinated Debt by holders of the Debentures or the Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior and Subordinated Debt and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior and Subordinated Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions provision of this Article, which would otherwise have been paid to the holders of Senior and Subordinated Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior and Subordinated Debt, on the other hand. Nothing contained in this Article 14 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior and Subordinated Debt, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premium, if any, of and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior and Subordinated Debt, nor shall anything herein or therein prevent the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 of the holders of Senior and Subordinated Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14Article, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling marshalling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior and Subordinated Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14Article.

Subrogation of Debentures. Subject to the payment in full in cash (including interest after the commencement of any such proceeding at the rate specified in the applicable debt agreement or other document, whether or not allowed as a claim in such proceeding) of all Senior Debtand Senior Subordinated Indebtedness, the rights of the holders of the Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior and Senior Subordinated Indebtedness pursuant to the provisions of this Article 4 (equally and ratably with the holders of all Indebtedness of the Company which by its express terms is subordinated to Senior and Senior Subordinated Indebtedness to the same extent as the Debentures are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt and Senior Subordinated Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt and Senior Subordinated Indebtedness until the principal ofprincipal, premium, if any, and interest Interest on the Debentures shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt and Senior Subordinated Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 4, and no payment over pursuant to the provisions of this Article 14 4, to or for the benefit of the holders of Senior Debt and Senior Subordinated Indebtedness by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between among the Company, its creditors other than holders of Senior Debt and Senior Subordinated Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; and Senior Subordinated Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders holders of the Debentures pursuant to the subrogation provisions of this ArticleArticle 4, which would otherwise have been paid to the holders of Senior Debt and Senior Subordinated Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 are and 4 are intended solely for the purpose purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior Debtand Senior Subordinated Indebtedness, on the other hand. Nothing contained in this Article 14 4 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior Debtand Senior Subordinated Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premium, if any, and interest Interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior Debtand Senior Subordinated Indebtedness, nor shall anything herein or therein prevent the Trustee or, subject to Section 8.04, the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 4 of the holders of Senior Debt and Senior Subordinated Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Debt, the rights of the holders of the Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article VII (equally and ratably with the holders of all Senior Subordinated Debt) to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until the principal of, premium, if any, and interest on the Debentures shall be paid in fullfull in cash or other payment satisfactory to the holders of the Debentures; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 VII, and no payment over pursuant to the provisions of this Article 14 VII, to or for the benefit of the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf Debentures, shall, as between the Company, its creditors other than holders of Senior Debt Debt, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders holders of the Debentures pursuant to the subrogation provisions of this ArticleArticle VII, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 VII are and are intended solely for the purpose purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior Debt, on the other hand. Nothing contained in this Article 14 VII or elsewhere in this Indenture Debenture or in the other Debentures is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior Debt, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premium, if any, and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior Debt, nor shall anything herein or therein prevent the holder holders of any Debenture or the Trustee on his behalf Debentures from exercising all remedies otherwise permitted by applicable law upon default under this Indenturethe Debentures, subject to the rights, if any, under this Article 14 VII of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14VII, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidationbankruptcy, dissolution, winding winding-up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14VII.

Subrogation of Debentures. Subject to the payment in full of all Guarantor Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated to the rights of the holders of Guarantor Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company Guarantor applicable to the Guarantor Senior Debt until Indebtedness to the principal of, premium, if any, and interest on extent that amounts otherwise payable to such holders of Debentures or otherwise distributable in respect of the Debentures to such holders of Debentures pursuant to or with respect to the Guaranty shall instead have been paid to the holders of Guarantor Senior Indebtedness pursuant to this Article Seventeen until all amounts due under the Guaranty shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Guarantor Senior Debt Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled pursuant to or with respect to the Guaranty except for the provisions of this Article 14 Seventeen, and no payment payments over pursuant to the provisions of this Article 14 Seventeen, to or for the benefit of the holders of Guarantor Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the CompanyGuarantor, its creditors other than holders of Guarantor Senior Debt Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company Guarantor to or on account of the Guarantor Senior DebtIndebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is it being understood that the provisions of this Article 14 Seventeen are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Guarantor Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 Seventeen or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the CompanyGuarantor, its creditors other than the holders of Guarantor Senior DebtIndebtedness, and the holders of the Debentures, the obligation of the CompanyGuarantor, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, of (and premium, if any, ) and interest on the Debentures as and when the same shall become due and payable in accordance with their termsthe provisions of the Guaranty, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company Guarantor other than the holders of the Guarantor Senior DebtIndebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 Seventeen of the holders of Guarantor Senior Debt Indebtedness in respect of cash, property or securities of the Company Guarantor received pursuant to the Guaranty upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Guarantor referred to in this Article 14Seventeen, the Trustee, subject to the provisions of Article 7Section 8.01, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding winding-up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons Persons entitled to participate in such distribution, the holders of the Guarantor Senior Debt Indebtedness and other indebtedness of the CompanyGuarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14Seventeen.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt Indebtedness until the principal of, of (and premium, if any, ) and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 IV, and no payment over pursuant to the provisions of this Article 14 IV, to or for the benefit of the holders of Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the Company, its creditors other than holders of Senior Debt Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the DebenturesIndebtedness. It is understood that the provisions of this Article 14 IV are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 IV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, of (and premium, if any, ) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 IV of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14IV, the Trustee, subject to the provisions of Article 7Section 8.1, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding winding-up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons Persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14IV.

Subrogation of Debentures. Subject to the payment in full of all Senior Debt, the rights of the holders of the Debentures Debentureholders shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article 4 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Debentures are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until the principal ofprincipal, premium, if any, and interest on the Debentures shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the holders of the Debentures Debentureholders or the Trustee on their behalf would be entitled except for the provisions of this Article 14 4, and no payment over pursuant to the provisions of this Article 14 4, to or for the benefit of the holders of Senior Debt by holders of the Debentures Debentureholders or the Trustee on their behalf Trustee, shall, as between among the Company, its creditors other than holders of Senior Debt Debt, and the holders of the DebenturesDebentureholders, be deemed to be a payment by the Company to or on account of the Senior Debt; , and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this ArticleArticle 4, which would otherwise have been paid to the holders of Senior Debt Debt, shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 4 are and are intended solely for the purpose purposes of defining the relative rights of the holders of the DebenturesDebentureholders, on the one hand, and the holders of the Senior Debt, on the other hand. Nothing contained in this Article 14 4 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior Debt, and the holders of the DebenturesDebentureholders, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures Debentureholders the principal of, premium, if any, and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Debentureholders and creditors of the Company other than the holders of the Senior Debt, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 4 of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 144, the Trustee, subject to the provisions of Article 7Section 8.01, and the holders of the Debentures Debentureholders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidationbankruptcy, dissolution, winding up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders of the DebenturesDebentureholders, for the purpose of ascertaining the persons Persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 144.

Subrogation of Debentures. Subject to the payment in full of the Series D Notes and all Senior DebtSecured Indebtedness, the rights of the holders of the Debentures Debentureholders shall be subrogated to the rights of the holders of Senior Debt the Series D Notes and Secured Indebtedness to receive payments or and distributions of cash, property or securities assets of the Company applicable in respect of and on account of the Series D Notes and Secured Indebtedness, to the Senior Debt extent of the application thereto of moneys or other assets which would have been received by the Debentureholders, but for the provisions of this Article 7, until the principal of, premium, if any, and interest on the Debentures shall be paid in full; and, for . No payment or distribution of assets of the purposes of such subrogation, no payments Company to the Debentureholders which would be payable or distributions distributable to the holders of the Senior Debt of any cash, property Series D Notes or securities Secured Indebtedness pursuant to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 and no payment over pursuant to the provisions of this Article 14 to the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf 7 shall, as between the Company, its creditors (other than holders of Senior Debt and the holders of the DebenturesSeries D Notes and Secured Indebtedness) and the Debentureholders, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cashDebentureholders, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is it being understood that the provisions of this Article 14 are 7 are, and are intended intended, solely for the purpose of defining the relative rights of the holders of the DebenturesDebentureholders, on the one hand, and the holders of the Senior DebtSeries D Notes and Secured Indebtedness, on the other hand. Nothing contained in this Article 14 7 or elsewhere in this Debenture Indenture or in the Debentures is intended to or shall impair, as between the Company, Company and its creditors (other than the holders of Senior Debt, Series D Notes and Secured Indebtedness and the holders of the DebenturesDebentureholders), the obligation of the Company, which is absolute unconditional and unconditionalabsolute, to pay to the holders of the Debentures Debentureholders the principal of, premium, if any, of and interest on the Debentures Debentures, as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of Debentureholders and the Debentures and creditors of the Company Company, other than the holders of the Senior DebtSeries D Notes and Secured Indebtedness, nor shall anything herein or therein prevent the holder Debenture Trustee or the Holder of any Debenture or the Trustee on his behalf Debentures from exercising all remedies otherwise permitted by applicable law Applicable Law upon default under this Debenture Indenture, subject to the rights, if any, under this Article 14 Article7, of the holders of Senior Debt in respect of cash, property or securities of the Company received Series D Notes and Secured Indebtedness upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 5 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Debentures are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt Indebtedness until the principal of, premium, if any, and interest on indebtedness evidenced by the Debentures shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities Indebtedness to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 5, and no payment over pursuant to the provisions of this Article 14 5, to or for the benefit of the holders of Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between among the Company, its creditors other than holders of Senior Debt Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders holders of the Debentures pursuant to the subrogation provisions of this ArticleArticle 5, which would otherwise have been paid to the holders of Senior Debt Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 are and 5 are intended solely for the purpose purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 5 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premium, if any, and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the Trustee or, subject to Section 8.03, the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 5 of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the Trustee and Debenture holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities assets of the Company applicable to the Senior Debt Indebtedness, to the extent of the application thereto of moneys or other assets which would have been received by the holders of Debentures but for the provisions of this Article, until the principal of, premium, if any, and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 full and no such payment over pursuant to the provisions of this Article 14 to the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf shalldistribution, as between the Company, its creditors other than holders of Senior Debt and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt Indebtedness, and the Debenture holders, shall be deemed to be a payment by the Company to or for the account of the Debentures. It is holders of Senior Indebtedness, it being understood that the provisions of this Article 14 are are, and are intended intended, solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 or elsewhere in this Trust Indenture or in the Debentures is intended to or shall impair, as between the Company, Company and its creditors (other than the holders of Senior Debt, Indebtedness and the holders of the DebenturesDebenture holders), the obligation of the Company, which is absolute unconditional and unconditionalabsolute, to pay to the holders of the Debentures the principal of, premium, if any, and interest on the Debentures Debenture Indebtedness as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the holder of Trustee or any Debenture or the Trustee on his behalf holder from exercising all remedies otherwise permitted by applicable law upon default under this Trust Indenture, subject to the rights, if any, under this Article 14 Article, of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full ------------------------- of all Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Debentures are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt Indebtedness until the principal of, of (and premium, if any, ) and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 IV, and no payment over pursuant to the provisions of this Article 14 IV, to or for the benefit of the holders of Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the Company, its creditors other than holders of Senior Debt Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior DebtIndebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders holders of the Debentures pursuant to the subrogation provisions of this ArticleArticle IV, which would otherwise have been paid to the holders of Senior Debt Indebtedness shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 IV are and are intended solely for the purpose purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 IV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, of (and premium, if any, ) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 IV of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14IV, the Trustee, subject to the provisions of Article 7Section 8.1, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidationbankruptcy, dissolution, winding winding-up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14IV.

Subrogation of Debentures. Subject to the payment in full of all Senior Debt, the rights of the holders of the Debentures Debentureholders shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article 4 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Debentures are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until the principal ofprincipal, premium, if any, and interest (including Liquidated Damages, if any) on the Debentures shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the holders of the Debentures Debentureholders or the Trustee on their behalf would be entitled except for the provisions of this Article 14 4, and no payment over pursuant to the provisions of this Article 14 4, to or for the benefit of the holders of Senior Debt by holders of the Debentures Debentureholders or the Trustee on their behalf Trustee, shall, as between among the Company, its creditors other than holders of Senior Debt Debt, and the holders of the DebenturesDebentureholders, be deemed to be a payment by the Company to or on account of the Senior Debt; , and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this ArticleArticle 4, which would otherwise have been paid to the holders of Senior Debt Debt, shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 4 are and are intended solely for the purpose purposes of defining the relative rights of the holders of the DebenturesDebentureholders, on the one hand, and the holders of the Senior Debt, on the other hand. Nothing contained in this Article 14 4 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior Debt, and the holders of the DebenturesDebentureholders, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures Debentureholders the principal of, premium, if any, and interest (including Liquidated Damages, if any) on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Debentureholders and creditors of the Company other than the holders of the Senior Debt, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 4 of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 144, the Trustee, subject to the provisions of Article 7Section 8.01, and the holders of the Debentures Debentureholders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidationbankruptcy, dissolution, winding up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders of the DebenturesDebentureholders, for the purpose of ascertaining the persons Persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 144.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders Holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property property, or securities of the Company Partnership applicable to the Senior Debt Indebtedness until the principal of, premium, if any, of and interest on the Debentures shall be paid in full; and, for the . For purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property property, or securities to which the holders of the Debentures or the Trustee on their behalf Holders would be entitled except for the provisions of this Article 14 Section, and no payment over pursuant to the provisions of this Article 14 Section, to or for the benefit of the holders of Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Holders shall, as between the CompanyPartnership, its creditors other than holders of Senior Debt Indebtedness, and the holders of the DebenturesHolders, be deemed to be a payment by the Company Partnership to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the DebenturesIndebtedness. It is understood that the provisions of this Article 14 Section are and are intended solely for the purpose of defining the relative rights of the holders of the DebenturesHolders, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 Section or elsewhere in this Indenture Agreement or in the Debentures is intended to or shall impair, as between the CompanyPartnership, its creditors other than the holders of Senior DebtIndebtedness, and the holders of the DebenturesHolders, the obligation of the CompanyPartnership, which is absolute and unconditional, to pay to the holders of the Debentures Holders the principal of, premium, if any, of and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Holders and creditors of the Company Partnership other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the holder of any Debenture or the Trustee on his behalf Holder from exercising all remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the rights, if any, under this Article 14 Section of the holders of Senior Debt Indebtedness in respect of cash, property property, or securities of the Company Partnership received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Partnership referred to in this Article 14Section, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent agent, or other person making such payment or distribution, delivered to the Trustee or to the holders of the DebenturesHolders, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the CompanyPartnership, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon thereon, and all other facts pertinent thereto or to this Article 14Section.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures Debentureholders shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or and distributions of cash, property or securities assets of the Company applicable Corporation in respect of and on account of Senior Indebtedness, to the Senior Debt extent of the application thereto of moneys or other assets which would have been received by the Debentureholders but for the provisions of this Article Five, until the principal of, premium, if any, of and interest on the Debentures shall be paid in full; and, for . No payment or distribution of assets of the purposes of such subrogation, no payments or distributions Corporation to the holders of the Senior Debt of any cash, property or securities to Debentureholders which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 and no payment over pursuant to the provisions of this Article 14 payable or distributable to the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf Indebtedness pursuant to this Article shall, as between the CompanyCorporation, its creditors (other than the holders of Senior Debt Indebtedness) and the holders of the DebenturesDebentureholders, be deemed to be a payment by the Company Corporation to or on account of the Senior Debt; and no payments or distributions of cashDebentureholders, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is it being understood that the provisions of this Article 14 are Five are, and are intended intended, solely for the purpose of defining the relative rights of the holders of the DebenturesDebentureholders, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 Five or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, Corporation and its creditors (other than the holders of Senior Debt, Indebtedness and the holders of the DebenturesDebentureholders), the obligation of the CompanyCorporation, which is absolute unconditional and unconditionalabsolute, to pay to the holders of the Debentures Debentureholders the principal of, premium, if any, of and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Debentureholders and creditors of the Company Corporation other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 Five, of the holders of Senior Debt in respect of cash, property or securities of the Company received Indebtedness upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures Debentureholders shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or and distributions of cash, property or securities assets of the Company applicable Corporation in respect of and on account of Senior Indebtedness, to the Senior Debt extent of the application thereto of moneys or other assets which would have been received by the Debentureholders, but for the provisions of this Article 8, until the principal of, premium, if any, and interest on the Debentures shall be paid in full; and, for . No payment or distribution of assets of the purposes of such subrogation, no payments or distributions Corporation to the holders of the Senior Debt of any cash, property or securities to Debentureholders which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 and no payment over pursuant to the provisions of this Article 14 payable or distributable to the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf Indebtedness pursuant to this Article 8 shall, as between the CompanyCorporation, its creditors (other than the holders of Senior Debt Indebtedness) and the holders of the DebenturesDebentureholders, be deemed to be a payment by the Company Corporation to or on account of the Senior Debt; and no payments or distributions of cashDebentureholders, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is it being understood that the provisions of this Article 14 are 8 are, and are intended intended, solely for the purpose of defining the relative rights of the holders of the DebenturesDebentureholders, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 8 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, Corporation and its creditors (other than the holders of Senior Debt, Indebtedness and the holders of the DebenturesDebentureholders), the obligation of the CompanyCorporation, which is absolute unconditional and unconditionalabsolute, to pay to the holders of the Debentures Debentureholders the principal of, premium, if any, of and interest on the Debentures Debentures, as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of Debentureholders and the Debentures and creditors of the Company Corporation, other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the holder Indenture Trustee or the Holder of any Debenture or the Trustee on his behalf Debentures from exercising all remedies otherwise permitted by applicable law Applicable Law upon default under this Indenture, subject to the rights, if any, under this Article 14 8, of the holders of Senior Debt in respect of cash, property or securities of the Company received Indebtedness upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtDebt then due, the rights of the holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until the principal of, of (and premium, if any, ) and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the holders Holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 VI, and no payment over pursuant to the provisions of this Article 14 VI, to or for the benefit of the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the Company, its creditors other than holders of Senior Debt Debt, and the holders Holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 VI are and are intended solely for the purpose of defining the relative rights of the holders Holders of the Debentures, on the one hand, and the holders of the Senior Debt, on the other hand. Nothing contained containing in this Article 14 VI or elsewhere in this Supplemental Indenture or the Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Debt, and the holders Holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures the principal of, of (and premium, if any, ) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures and creditors of the Company other than the holders of the Senior Debt, nor shall anything herein or therein prevent the holder Trustee or the Holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article 14 VI of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14VI, the Trustee, subject to the provisions of Article 7, Trustee and the holders Holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding winding-up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders Holders of the Debentures, for the purpose of ascertaining the persons Persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14VI.

Subrogation of Debentures. Subject to the prior payment in full of all Senior DebtLiabilities, the rights of the holders of the Debentures Debentureholders shall be subrogated to the rights of the holders of Senior Debt Liabilities to receive payments or and distributions of cash, property or securities assets of the Company applicable Corporation or the Guarantor in respect of and on account of Senior Liabilities, to the Senior Debt until the principal of, premium, if any, and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders extent of the Senior Debt application thereto of any cashmoneys or other assets which would have been received by the Debentureholders, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except but for the provisions of this Article 14 6, until the principal of and no interest and all other amounts owing on the Debentures and under this Indenture shall be paid in full. No payment over pursuant or distribution of assets of the Corporation or the Guarantor to the provisions of this Article 14 Debentureholders which would be payable or distributable to the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf Liabilities pursuant to this Article 6 shall, as between the CompanyCorporation, its the Guarantor, their creditors (other than the holders of Senior Debt Liabilities) and the holders of the DebenturesDebentureholders, be deemed to be a payment by the Company Corporation or the Guarantor to or on account of the Senior Debt; and no payments or distributions of cashDebentureholders, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is it being understood that the provisions of this Article 14 are 6 are, and are intended intended, solely for the purpose of defining the relative rights of the holders of the DebenturesDebentureholders, on the one hand, and the holders of the Senior DebtLiabilities, on the other hand. Nothing contained in this Article 14 6 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its Corporation or the Guarantor and their respective creditors (other than the holders of Senior Debt, Liabilities and the holders of the DebenturesDebentureholders), the obligation of the CompanyCorporation or the Guarantor, which is absolute unconditional and unconditionalabsolute, to pay to the holders of the Debentures Debentureholders the principal of, premium, if any, of and interest on the Debentures Debentures, as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of Debentureholders and the Debentures and creditors of the Company Corporation, other than the holders of the Senior DebtLiabilities, nor shall anything herein or therein prevent the holder Trustee or the Holder of any Debenture or the Trustee on his behalf Debentures from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to Article 9 and the rights, if any, under this Article 14 6, of the holders of Senior Debt in respect of cash, property or securities of the Company received Liabilities upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior Debt, the rights of the holders of the Debentures Debentureholders shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article 4 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Debentures are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until the principal of, premium, if any, and interest on the Debentures shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the holders of the Debentures Debentureholders or the Trustee on their behalf would be entitled except for the provisions of this Article 14 4, and no payment over pursuant to the provisions of this Article 14 4, to or for the benefit of the holders of Senior Debt by holders of the Debentures Debentureholders or the Trustee on their behalf Trustee, shall, as between among the Company, its creditors other than holders of Senior Debt Debt, and the holders of the DebenturesDebentureholders, be deemed to be a payment by the Company to or on account of the Senior Debt; , and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this ArticleArticle 4, which would otherwise have been paid to the holders of Senior Debt Debt, shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 4 are and are intended solely for the purpose purposes of defining the relative rights of the holders of the DebenturesDebentureholders, on the one hand, and the holders of the Senior Debt, on the other hand. Nothing contained in this Article 14 4 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior Debt, and the holders of the DebenturesDebentureholders, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures Debentureholders the principal of, premium, if any, and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Debentureholders and creditors of the Company other than the holders of the Senior Debt, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 4 of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 144, the Trustee, subject to the provisions of Article 7Section 8.01, and the holders of the Debentures Debentureholders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidationbankruptcy, dissolution, winding up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders of the DebenturesDebentureholders, for the purpose of ascertaining the persons Persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 144.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtLiabilities, the rights of the holders of the Debentures Debentureholders shall be subrogated to the rights of the holders of Senior Debt Liabilities to receive payments or and distributions of cash, property or securities assets of the Company applicable in respect of and on account of Senior Liabilities, to the Senior Debt extent of the application thereto of moneys or other assets which would have been received by the Debentureholders but for the provisions of this Article 6, until the principal of, premium, if any, of and interest on the Debentures shall be paid in full; and, for . No payment or distribution of assets of the purposes of such subrogation, no payments or distributions Company to the holders of the Senior Debt of any cash, property or securities to Debentureholders which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 and no payment over pursuant to the provisions of this Article 14 payable or distributable to the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf Liabilities pursuant to this Article 6 shall, as between the Company, its creditors (other than the holders of Senior Debt Liabilities) and the holders of the DebenturesDebentureholders, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cashDebentureholders, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is it being understood that the provisions of this Article 14 are 6 are, and are intended intended, solely for the purpose of defining the relative rights of the holders of the DebenturesDebentureholders, on the one hand, and the holders of the Senior DebtLiabilities, on the other hand. Nothing contained in this Article 14 6 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, Company and its creditors (other than the holders of Senior Debt, Liabilities and the holders of the DebenturesDebentureholders), the obligation of the Company, which is absolute unconditional and unconditionalabsolute, to pay to the holders of the Debentures Debentureholders the principal of, premium, if any, of and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Debentureholders and creditors of the Company other than the holders of the Senior DebtLiabilities, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 6, of the holders of Senior Debt in respect of cash, property or securities of the Company received Liabilities upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt Indebtedness until the principal of, of (and premium, if any, ) and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 Four, and no payment payments over pursuant to the provisions of this Article 14 Four, to or for the benefit of the holders of Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the Company, its creditors other than holders of Senior Debt Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the DebenturesIndebtedness. It is understood that the provisions of this Article 14 Four are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 Four or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, of (and premium, if any, ) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 Four of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14Four, the Trustee, subject to the provisions of Article 7Section 8.01, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding winding-up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons Persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14Four.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated to the rights extent of the payments or distributions made to the holders of such Senior Debt Indebtedness pursuant to receive payments or distributions the provisions of cash, property or securities this Article 4 (equally and ratably with the holders of all indebtedness of the Company applicable which by its express terms is pari passu to the Senior Debt until the principal of, premium, if any, and interest on the Debentures shall be paid in fullDebentures; and, provided that for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 4, and no payment over pursuant to the provisions of this Article 14 4, to or for the benefit of the holders of Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the Company, its creditors other than holders of Senior Debt Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior DebtIndebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders holders of the Debentures pursuant to the subrogation provisions of this ArticleArticle 4, which that would otherwise have been paid to the holders of Senior Debt Indebtedness shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 4 are and are intended solely for the purpose purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 4 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premium, if any, and interest interest, including Additional Interest, if any, on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 4 of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness of the Guarantor, the rights of the holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt Indebtedness of the Guarantor to receive payments or distributions of cash, property or securities of the Company Guarantor applicable to the Senior Debt Indebtedness of the Guarantor until the principal of, Principal of (and premium, if any, ) and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of the Guarantor of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 2, and no payment over pursuant to the provisions of this Article 14 2, to or for the benefit of the holders of Senior Debt Indebtedness of the Guarantor, by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the CompanyGuarantor, its creditors other than holders of Senior Debt Indebtedness of the Guarantor, and the holders of the Debentures, be deemed to be a payment by the Company Guarantor to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit Indebtedness of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the DebenturesGuarantor. It is understood that the provisions of this Article 14 2 are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness of the Guarantor, on the other hand. Nothing contained in this Article 14 2 or elsewhere in this Supplemental Indenture, in the Indenture or in the Debentures is intended to or shall impair, as between the CompanyGuarantor, its creditors other than the holders of Senior DebtIndebtedness of the Guarantor, and the holders of the Debentures, the obligation of the CompanyGuarantor, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, Principal of (and premium, if any, ) and interest on the Debentures as and when the same shall become due and payable in accordance with their termsthe terms of Article 1 of this Supplemental Indenture, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company Guarantor other than the holders of the Senior DebtIndebtedness of the Guarantor, nor shall anything herein or therein prevent the Trustee or a holder of any Debenture or the Trustee on his behalf Debentures from exercising all remedies otherwise permitted by applicable law upon default under this Supplemental Indenture or the Indenture, subject to the rights, if any, under this Article 14 2 of the holders of Senior Debt Indebtedness of the Guarantor, in respect of cash, property or securities of the Company Guarantor received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Guarantor referred to in this Article 142, the Trustee, subject to the provisions of Article 7Section 11.1 of the Indenture, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding winding-up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons Persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness of the Guarantor and other indebtedness of the CompanyGuarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 142.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt Indebtedness until the principal of, premium, if any, and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 14, and no payment over pursuant to the provisions of this Article 14 to the holders of Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Debt Indebtedness and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior DebtIndebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt Indebtedness shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premiumpremium on, if any, and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures Debentureholders shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or and distributions of cash, property or securities assets of the Company applicable in respect of and on account of Senior Indebtedness, to the Senior Debt extent of the application thereto of moneys or other assets which would have been received by the Debentureholders, but for the provisions of this article 9, until the principal of, premium, if any, and interest on the Debentures shall be paid in full; and, for . No payment or distribution of assets of the purposes of such subrogation, no payments or distributions Company to the holders of the Senior Debt of any cash, property or securities to Debentureholders which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 and no payment over pursuant to the provisions of this Article 14 payable or distributable to the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf Indebtedness pursuant to this article 9 shall, as between the Company, its creditors (other than the holders of Senior Debt Indebtedness) and the holders of the DebenturesDebentureholders, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cashDebentureholders, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is it being understood that the provisions of this Article 14 are article 9 are, and are intended intended, solely for the purpose of defining the relative rights of the holders of the DebenturesDebentureholders, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 article 9 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, Company and its creditors (other than the holders of Senior Debt, Indebtedness and the holders of the DebenturesDebentureholders), the obligation of the Company, which is absolute unconditional and unconditionalabsolute, to pay to the holders of the Debentures Debentureholders the principal of, premium, if any, of and interest on the Debentures Debentures, as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of Debentureholders and the Debentures and creditors of the Company Company, other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the holder Indenture Trustee or the Holder of any Debenture or the Trustee on his behalf Debentures from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 article 9, of the holders of Senior Debt in respect of cash, property or securities of the Company received Indebtedness upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior and Subordinated Debt, the rights of the holders of the Debentures shall be subrogated to the rights of the holders of Senior and Subordinated Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior and Subordinated Debt until the principal of, premium, if any, of and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior 70 77 and Subordinated Debt of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 Article, and no payment over pursuant to the provisions of this Article 14 to the holders of Senior and Subordinated Debt by holders of the Debentures or the Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior and Subordinated Debt and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior and Subordinated Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions provision of this Article, which would otherwise have been paid to the holders of Senior and Subordinated Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior and Subordinated Debt, on the other hand. Nothing contained in this Article 14 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior and Subordinated Debt, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premium, if any, of and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior and Subordinated Debt, nor shall anything herein or therein prevent the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 of the holders of Senior and Subordinated Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14Article, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling marshalling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior and Subordinated Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14Article.

Subrogation of Debentures. Subject to the payment in full of all Senior Debt, the rights of the holders of the Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article 4 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Debentures are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until the principal ofprincipal, premium, if any, and interest (including Liquidated Damages, if any) on the Debentures shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 4, and no payment over pursuant to the provisions of this Article 14 4, to or for the benefit of the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between among the Company, its creditors other than holders of Senior Debt Debt, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; , and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders holders of the Debentures pursuant to the subrogation provisions of this ArticleArticle 4, which would otherwise have been paid to the holders of Senior Debt Debt, shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 4 are and are intended solely for the purpose purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior Debt, on the other hand. Nothing contained in this Article 14 4 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior Debt, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premium, if any, and interest (including Liquidated Damages, if any) on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior Debt, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 4 of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 144, the Trustee, subject to the provisions of Article 7Section 8.01, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidationbankruptcy, dissolution, winding up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons Persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 144.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders Holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt Indebtedness until the principal of, of (and premium, if any, ) and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property or securities to which the holders Holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 Thirteen, and no payment over pursuant to the provisions of this Article 14 Thirteen, to or for the benefit of the holders of Senior Debt Indebtedness by holders Holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the Company, its creditors other than holders of Senior Debt Indebtedness, and the holders Holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the DebenturesIndebtedness. It is understood that the provisions of this Article 14 Thirteen are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Debentures, on the one hand, and the holders of the Senior Debt, Indebtedness on the other hand. Nothing contained in this Article 14 Thirteen or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders Holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures the principal of, of (and premium, if any, ) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the holder Trustee or the Holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 Thirteen of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14Thirteen, the Trustee, subject to the provisions of Article 7Section 601, and the holders Holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding winding-up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating liquidation trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders Holders of the Debentures, for the purpose purposes of ascertaining the persons Persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the Company, the amount thereof hereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14Thirteen.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt Indebtedness until the principal of, of (and premium, if any, ) and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 IV, and no payment over pursuant to the provisions of this Article 14 IV, to or for the benefit of the holders of Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Debentures, shall, as between the Company, its creditors other than holders of Senior Debt Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior DebtIndebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders holders of the Debentures pursuant to the subrogation provisions of this ArticleArticle IV, which would otherwise have been paid to the holders of Senior Debt Indebtedness shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 IV are and are intended solely for the purpose purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 IV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, of (and premium, if any, ) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the any holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 IV of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14IV, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidationbankruptcy, dissolution, winding winding-up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14IV.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt Indebtedness until the principal of, of (and premium, if any, ) and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 Four, and no payment over pursuant to the provisions of this Article 14 Four, to or for the benefit of the holders of Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the Company, its creditors other than holders of Senior Debt Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the DebenturesIndebtedness. It is understood that the provisions of this Article 14 Four are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 Four or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, of (and premium, if any, ) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 Four of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14Four, the Trustee, subject to the provisions of Article 7, Trustee and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding winding-up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons Persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14Four.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtLiabilities, the rights of the holders of the Debentures Debentureholders shall be subrogated to the rights of the holders of Senior Debt Liabilities to receive payments or and distributions of cash, property or securities assets of the Company applicable Corporation in respect of and on account of Senior Liabilities, to the Senior Debt extent of the application thereto of moneys or other assets which would have been received by the Debentureholders but for the provisions of this Article 5, until the principal of, premium, if any, of and interest on the Debentures shall be paid in full; and, for . No payment or distribution of assets of the purposes of such subrogation, no payments or distributions Corporation to the holders of the Senior Debt of any cash, property or securities to Debentureholders which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 and no payment over pursuant to the provisions of this Article 14 payable or distributable to the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf Liabilities pursuant to this Article 5 shall, as between the CompanyCorporation, its creditors (other than the holders of Senior Debt Liabilities) and the holders of the DebenturesDebentureholders, be deemed to be a payment by the Company Corporation to or on account of the Senior Debt; and no payments or distributions of cashDebentureholders, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is it being understood that the provisions of this Article 14 are 5 are, and are intended intended, solely for the purpose of defining the relative rights of the holders of the DebenturesDebentureholders, on the one hand, and the holders of the Senior DebtLiabilities, on the other hand. Nothing contained in this Article 14 5 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, Corporation and its creditors (other than the holders of Senior Debt, Liabilities and the holders of the DebenturesDebentureholders), the obligation of the CompanyCorporation, which is absolute unconditional and unconditionalabsolute, to pay to the holders of the Debentures Debentureholders the principal of, premium, if any, of and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, 144554\0512933.WP or is intended to or shall affect the relative rights of the holders of the Debentures Debentureholders and creditors of the Company Corporation other than the holders of the Senior DebtLiabilities, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 5, of the holders of Senior Debt in respect of cash, property or securities of the Company received Liabilities upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Debentures are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt Indebtedness until the principal of, of (and premium, if any, ) and interest (including Liquidated Damages, if any) on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 IV, and no payment over pursuant to the provisions of this Article 14 IV, to or for the benefit of the holders of Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the Company, its creditors other than holders of Senior Debt Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior DebtIndebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders holders of the Debentures pursuant to the subrogation provisions of this ArticleArticle IV, which would otherwise have been paid to the holders of Senior Debt Indebtedness shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 IV are and are intended solely for the purpose purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 IV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, of (and premium, if any, ) and interest (including Liquidated Damages, if any) on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior Debt, nor shall anything herein or therein prevent the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.to

Subrogation of Debentures. Subject to the payment in full of all Parent Senior DebtObligations, the rights of the holders of the Debentures shall be subrogated subrogated, to the extent of the payments or distributions made to the holders of such Parent Senior Obligations pursuant to the provisions of this Article VI (equally and ratably with the holders of all indebtedness of Parent which by its express terms is subordinated to other indebtedness of Parent to substantially the same extent as the Debentures are subordinated and is entitled to like rights of subrogation), to the rights of the holders of Parent Senior Debt Obligations to receive payments or distributions of cash, property or securities of the Company Parent applicable to the Parent Senior Debt Obligations until the principal ofprincipal, premium, if any, and interest (including Liquidated Damages, if any) on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Parent Senior Debt Obligations of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 VI, and no payment over pursuant to the provisions of this Article 14 VI, to or for the benefit of the holders of Parent Senior Debt Obligations by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the CompanyParent, its creditors other than holders of Parent Senior Debt Obligations, and the holders of the Debentures, be deemed to be a payment by the Company Parent to or on account of the Parent Senior DebtObligations; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders holders of the Debentures pursuant to the subrogation provisions of this ArticleArticle VI, which would otherwise have been paid to the holders of Parent Senior Debt Obligations, shall be deemed to be a payment by the Company Parent to or for the account of the Debentures. It is understood that the provisions of this Article 14 VI are and are intended solely for the purpose purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Parent Senior DebtObligations, on the other hand. Nothing contained in this Article 14 VI or elsewhere in this First Supplemental Indenture, in the Indenture or in the Debentures is intended to or shall impair, as between the Companyamong Parent, its creditors other than the holders of Parent Senior DebtObligations, and the holders of the Debentures, the obligation of the CompanyParent, which is absolute and unconditional, to pay make payments pursuant to its obligations under Section 5.1 of this First Supplemental Indenture with respect to the holders payment of the Debentures the principal of, premium, if any, and interest (including Liquidated Damages, if any) on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company Parent other than the holders of the Parent Senior DebtObligations, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon a default by Parent under its obligations under Section 5.1 of this First Supplemental Indenture, subject to the rights, if any, under this Article 14 VI of the holders of Parent Senior Debt Obligations in respect of cash, property or securities of the Company Parent received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt Indebtedness until the principal of, of (and premium, if any, ) and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 Four, and no payment over pursuant to the provisions of this Article 14 Four, to or for the benefit of the holders of Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the Company, its creditors other than holders of Senior Debt Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the DebenturesIndebtedness. It is understood that the provisions of this Article 14 Four are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 Four or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders of the DebenturesDeben- tures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, of (and premium, if any, ) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 Four of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14Four, the Trustee, subject to the provisions of Article 7Section 8.01, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding winding-up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons Persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14Four.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtBank Indebtedness as provided above and subject to applicable law, the rights of the holders Holders of the Debentures shall be appropriately subrogated to the rights of the holders of Senior Debt Bank Indebtedness to receive payments or distributions of cash, property or securities of the Company to the extent applicable to the Senior Debt Bank Indebtedness until the principal of, and premium, if any, and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Bank Indebtedness of any cash, property or securities to which the holders Holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 8, and no payment over pursuant to the provisions of this Article 14 8 to the holders of Senior Debt Bank Indebtedness by holders Holders of the Debentures or the Trustee on their behalf shallDebentures, as between the Company, its creditors other than holders of Senior Debt Bank Indebtedness, and the holders Holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the DebenturesBank Indebtedness. It is understood that the provisions of this Article 14 8 are and are intended solely for the sole purpose of defining the relative rights of the holders Holders of the Debentures, on the one hand, and the holders of the Senior DebtBank Indebtedness, on the other hand. Nothing contained in this Article 14 8 or elsewhere in this Indenture Agreement or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior DebtBank Indebtedness, and the holders Holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures the principal of, premium, if any, and interest on on, the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures and creditors of the Company other than the holders of the Senior DebtBank Indebtedness, nor shall anything herein or therein prevent the holder Holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the rights, if any, under this Article 14 8 of the holders of Senior Debt Bank Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 148, the Trustee, subject to the provisions of Article 7, and the holders Holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders Holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt Bank Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 148. The terms "paid in full" and "payment in full" as used in this Article 8 with respect to Bank Indebtedness mean the receipt, in cash or securities (taken at their market value at the time of the receipt thereof), of the principal amount of the Bank Indebtedness (and any premium due thereof) and full interest thereon to the day of such payment of principal and all other amounts due to holders of Bank Indebtedness pursuant to the provisions of the instruments providing therefor.

Subrogation of Debentures. Subject to the payment in full of all Parent Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated subro gated, to the extent of the payments or distributions made to the holders of such Parent Senior Indebtedness pursuant to the provisions of this Article VI (equally and ratably with the holders of all indebtedness of Parent which by its express terms is subordinated to other indebtedness of Parent to substantially the same extent as the Debentures are subordinated and is entitled to like rights of subrogation), to the rights of the holders of Parent Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company Parent applicable to the Parent Senior Debt Indebtedness until the principal ofprincipal, premium, if any, and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Parent Senior Debt Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 VI, and no payment over pursuant to the provisions of this Article 14 VI, to or for the benefit of the holders of Parent Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the CompanyParent, its creditors other than holders of Parent Senior Debt Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company Parent to or on account of the Parent Senior DebtIndebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders holders of the Debentures pursuant to the subrogation provisions of this ArticleArticle VI, which would otherwise have been paid to the holders of Parent Senior Debt Indebtedness, shall be deemed to be a payment by the Company Parent to or for the account of the Debentures. It is understood that the provisions of this Article 14 VI are and are intended solely for the purpose purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Parent Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 VI or elsewhere in this First Supplemental Indenture, in the Indenture or in the Debentures is intended to or shall impair, as between the Companyamong Parent, its creditors other than the holders of Parent Senior DebtIndebtedness, and the holders of the Debentures, the obligation of the CompanyParent, which is absolute and unconditional, to pay make payments pursuant to its obligations under Section 5.1 of this First Supplemental Indenture with respect to the holders payment of the Debentures the principal of, premium, if any, and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company Parent other than the holders of the Parent Senior DebtIndebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon a default by Parent under its obligations under Section 5.1 of this First Supplemental Indenture, subject to the rights, if any, under this Article 14 VI of the holders of Parent Senior Debt Indebtedness in respect of cash, property or securities of the Company Parent received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior Permitted Secured Debt, to the rights extent that any payment or distribution of assets of the holders Corporation otherwise payable to the Trustee on account of the Debentures Debentureholders is made on account of the Permitted Secured Debt pursuant to the application of Section 5.2, the Debentureholders shall be subrogated to the rights of the holders of Senior Permitted Secured Debt to receive payments or and distributions of cash, property or securities assets of the Company applicable Corporation made in respect of or on account of Permitted Secured Debt, until all payments of any kind or character, whether in cash or securities, which may be payable to the Senior Debt until the principal of, premium, if any, Holders under this Indenture and interest on the Debentures shall be paid in full; and, for . No payment or distribution of assets of the purposes of such subrogation, no payments Corporation to the Debentureholders which would be payable or distributions distributable to the holders of the Senior Permitted Secured Debt of any cash, property or securities pursuant to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 and no payment over pursuant to the provisions of this Article 14 to the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf 5 shall, as between the CompanyCorporation, its creditors (other than holders of Senior Debt and the holders of Permitted Secured Debt) and the DebenturesDebentureholders, be deemed to be a payment by the Company Corporation to or on account of the Senior Debt; and no payments or distributions of cashDebentureholders, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is it being understood that the provisions of this Article 14 are 5 are, and are intended intended, solely for the purpose of defining the relative rights of the holders of the DebenturesDebentureholders, on the one hand, and the holders of the Senior Permitted Secured Debt, on the other hand. Nothing contained in this Article 14 5 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, Corporation and its creditors (other than the holders of Senior Debt, Permitted Secured Debt and the holders of the DebenturesDebentureholders), the obligation of the CompanyCorporation, which is absolute unconditional and unconditionalabsolute, to pay to the holders Debentureholders the payments of the Debentures the principal ofany kind or character, premiumwhether in cash, if any, and interest securities or other property which may be payable to Holders on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Debentureholders and creditors of the Company Corporation other than the holders of the Senior Permitted Secured Debt, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 5, of the holders of Senior Permitted Secured Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders Holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until the principal of, premium, if any, and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 and no payment over pursuant to the provisions of this Article 14 to the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Debt and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior Debt, on the other hand. Nothing contained in this Article 14 section or elsewhere in this Indenture Agreement or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders Holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures the principal of, premium, if any, of and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the holder Holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the rights, if any, under this Article 14 section of the holders of Senior Debt Indebtedness in respect of cash, property property, or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14section, the Trustee, subject to the provisions of Article 7, and the holders Holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent agent, or other person making such payment or distribution, delivered to the Trustee or to the holders Holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon thereon, and all other facts pertinent thereto or to this Article 14section.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures Debentureholders shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or and distributions of cash, property or securities assets of the Company applicable Corporation in respect of and on account of Senior Indebtedness, to the Senior Debt extent of the application thereto of moneys or other assets which would have been received by the Debentureholders, but for the provisions of this Article 8, until the principal of, premium, if any, and interest on the Debentures shall be paid in full; and, for . No payment or distribution of assets of the purposes of such subrogation, no payments or distributions Corporation to the holders of the Senior Debt of any cash, property or securities to Debentureholders which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 and no payment over pursuant to the provisions of this Article 14 payable or distributable to the holders of Senior Debt by holders of the Debentures or the Trustee on their behalf Indebtedness pursuant to this Article 8 shall, as between the CompanyCorporation, its creditors (other than the holders of Senior Debt Indebtedness) and the holders of the DebenturesDebentureholders, be deemed to be a payment by the Company Corporation to or on account of the Senior Debt; and no payments or distributions of cashDebentureholders, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Debentures. It is it being understood that the provisions of this Article 14 are 8 are, and are intended intended, solely for the purpose of defining the relative rights of the holders of the DebenturesDebentureholders, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 8 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, Corporation and its creditors (other than the holders of Senior Debt, Indebtedness and the holders of the DebenturesDebentureholders), the obligation of the CompanyCorporation, which is absolute unconditional and unconditionalabsolute, to pay to the holders of the Debentures Debentureholders the principal of, premium, if any, of and interest on the Debentures Debentures, as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of Debentureholders and the Debentures and creditors of the Company Corporation, other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the holder Indenture Trustee or the Holder of any Debenture or the Trustee on his behalf Debentures from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 8, of the holders of Senior Debt in respect of cash, property or securities of the Company received Indebtedness upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

Subrogation of Debentures. Subject to the payment in full of all amounts then due (whether by acceleration of the maturity thereof or otherwise) on account of the principal of, premium, if any, and interest on all Senior DebtIndebtedness at the time outstanding, the rights of the holders Holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company or the Guarantor, as the case may be, applicable to the Senior Debt Indebtedness until the principal of, of (and premium, if any, ) and interest on in the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property or securities to which the holders Holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 Article, and no payment payments over pursuant to the provisions of this Article 14 to the holders of Senior Debt Indebtedness by holders Holders of the Debentures or the Trustee on their behalf Trustee, shall, as between the CompanyCompany or the Guarantor, its as the case may be, their respective creditors other than holders of Senior Debt Indebtedness, and the holders Holders of the Debentures, be deemed to be a payment by the Company or the Guarantor, as the case may be, to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the DebenturesIndebtedness. It is understood that the provisions of this Article 14 are and are intended solely for the purpose of defining the relative rights of the holders Holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between among the CompanyCompany or the Guarantor, its as the case may be, their respective creditors other than the holders of Senior DebtIndebtedness, and the holders Holders of the Debentures, the obligation of the CompanyCompany or the Guarantor, as the case may be, which is absolute and unconditional, to pay to the holders Holders of the Debentures the principal of, of (and premium, if any, ) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, 97 89 or is intended to or shall affect the relative rights of the holders Holders of the Debentures and creditors of the Company or the Guarantor, as the case may be, other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the holder Trustee or the Holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company or the Guarantor, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company or the Guarantor referred to in this Article 14Article, the Trustee, subject to the provisions of Article 7Section 601, and the holders Holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders Holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the CompanyCompany or the Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14Article.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 4 (equally and ratably with the holders of all Indebtedness of the Company which by its express terms is subordinated to other Indebtedness of the Company to substantially the same extent as the Debentures are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt Indebtedness until the principal ofprincipal, premium, if any, and interest on the Debentures shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 4, and no payment over pursuant to the provisions of this Article 14 4, to or for the benefit of the holders of Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Trustee, shall, as between among the Company, its creditors other than holders of Senior Debt Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders holders of the Debentures pursuant to the subrogation provisions of this ArticleArticle 4, which would otherwise have been paid to the holders of Senior Debt Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Debentures. It is understood that the provisions of this Article 14 are and 4 are intended solely for the purpose purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 4 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premium, if any, and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the Trustee or, subject to Section 8.04, the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 4 of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 144, the Trustee, subject to the provisions of Article 7Section 9.01, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidationbankruptcy, dissolution, winding up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons Persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 144.

Subrogation of Debentures. Subject to the payment in full of all Senior DebtIndebtedness, the rights of the holders of the Debentures shall be subrogated to the rights of the holders of Senior Debt Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt Indebtedness until the principal of, premium, if any, of and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee on their behalf would be entitled except for the provisions of this Article 14 Article, and no payment payments over pursuant to the provisions of this Article 14 to the holders of Senior Debt Indebtedness by holders of the Debentures or the Trustee on their behalf Debentures, shall, as between the Company, its creditors other than holders of Senior Debt Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit of the Debentureholders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the DebenturesIndebtedness. It is understood that the provisions of this Article 14 are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior DebtIndebtedness, on the other hand. Nothing contained in this Article 14 or elsewhere in this Indenture the Plan or in the Debentures this Debenture is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior DebtIndebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premium, if any, of and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior DebtIndebtedness, nor shall anything herein or therein prevent the holder of any Debenture or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenturehereunder, subject to the rights, if any, under this Article 14 of the holders of Senior Debt Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article 14Article, the Trustee, subject to the provisions of Article 7, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment liquidation or marshaling reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14Article.