Common use of Subrogation of Securities Clause in Contracts

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the Company, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XII, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanySecurityholders pursuant to the subrogation provision of this Article, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders Holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal Principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security 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 XII of the holders of Senior Indebtedness of the Company 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 XIIArticle, the Trustee, subject to the provisions of Section 6.01Sections 7.01 and 7.02, and the holders of the Securities 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, liquidation receivership, reorganization, assignment or reorganization marshalling 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XIIArticle.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 XII (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII XII, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article XII, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XII, the Trustee, subject to the provisions of Section 6.017.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities assets of the Company applicable to made on the Senior Indebtedness of the Company until the principal of (and premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness by Holders of the Company Securities, or by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than the holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of Senior Indebtedness, and no payments or distributions to the Senior Indebtedness Trustee or the Holders of the Company. It is understood that the provisions Securities of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securitiescash, on the one hand, and property or securities payable or distributable to the holders of the Senior Indebtedness to which the Trustee or the Holders of the CompanySecurities shall become entitled pursuant to the provisions of this Section, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impairshall, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, be deemed to be a payment by the obligation of the Company, which is absolute and unconditional, to pay Company to the holders Holders of the Securities the principal of (and premium, if any) and interest or on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XII, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 account of the Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest (including Additional Interest, if any) on the Securities shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 5, and no payment over pursuant to the provisions of this Article XII5, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 5, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 5 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 5 of the holders of Senior Indebtedness of the Company 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 XII5, the Trustee, subject to the provisions of Section 6.019.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII5.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyDebt, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders of the Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, Debt and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payments or distributions of cash, property or securities to or for the benefit of the CompanySecurityholders pursuant to the subrogation provision 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 Securities. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder of any Security 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 XII of the holders of Senior Indebtedness of the Company 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 XIIArticle, the Trustee, subject to the provisions of Section 6.01Sections 7.1 and 7.2, and the holders of the Securities 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, liquidation receivership, reorganization, assignment or reorganization marshalling 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XIIArticle.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities 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 15 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 15, and no payment over pursuant to the provisions of this Article XII15, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 15, 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 Securities. It is understood that the provisions of this Article XII 15 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII 15 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 15 of the holders of Senior Indebtedness of the Company 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 XII15, the Trustee, subject to the provisions of Section 6.016.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XII15.

Subrogation of Securities. Subject to the payment in full in cash of all amounts then due (whether by acceleration of the maturity thereof or otherwise) on account of all Senior Indebtedness of at the Companytime outstanding, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments Payments or distributions Distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments Payments or distributions Distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII Article, and no payment payments over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, shall as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the CompanyIndebtedness. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 company referred to in this Article XIIArticle, the Trustee, subject to the provisions of Section 6.017.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such any dissolution, winding-winding up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XIIArticle.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 XII (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII XII, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article XII, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XII, the Trustee, subject to the provisions of Section 6.017.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII.

Subrogation of Securities. Subject to the payment in full in cash of all amounts then due (whether by acceleration of the maturity thereof or otherwise) on account of all Senior Indebtedness of at the Companytime outstanding, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments Payments or distributions Distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and of, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments Payments or distributions Distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 11, and no payment payments over pursuant to the provisions of this Article XII, 11 to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its the Company's creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the CompanyIndebtedness. It is understood that the provisions of this Article XII 11 are and are intended solely for the purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 11 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and of, premium, if any) , and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 11 of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Nothing in this Article 11 shall prevent conversions of Securities pursuant to Article 10. Upon any payment or distribution of assets of the Company referred to in this Article XII11, the Trustee, subject to the provisions of Section 6.017.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such any dissolution, winding-winding up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII11.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest (including Additional Interest, if any) on the Securities shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 5, and no payment over pursuant to the provisions of this Article XII5, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 5, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 5 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default Default under this Indenture, subject to the rights, if any, under this Article XII 5 of the holders of Senior Indebtedness of the Company 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 XII5, the Trustee, subject to the provisions of Section 6.019.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII5.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 XII (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII XII, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article XII, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XII, the Trustee, subject to the provisions of Section 6.017.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities 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 15 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 15, and no payment over pursuant to the provisions of this Article XII15, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 15, 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 Securities. It is understood that the provisions of this Article XII 15 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII 15 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 15 of the holders of Senior Indebtedness of the Company 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 XII15, the Trustee, subject to the provisions of Section 6.016.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securitiessecurities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XII15.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyCompany in cash or other payment satisfactory to the holders of such Senior Indebtedness, the rights of the holders of the Securities Holders shall be subrogated to the rights extent of any payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 12 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of such holders to receive payments or distributions of cash, property or securities of the Company applicable to the such Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in fullfull in cash or other payment satisfactory to the Holders; and, for the purposes of such subrogation, no payments or distributions to the holders of the such Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities Holders or the Trustee would be entitled except for the provisions of this Article XII 12, and no payment over pursuant to the provisions of this Article XII12, to or for the benefit of the holders of such Senior Indebtedness of the Company by holders of the Securities Holders or the Trustee, shall, as between the Company, its creditors other than holders of such Senior Indebtedness of the CompanyIndebtedness, and the holders of the Securities, Holders be deemed to be a payment by the Company to or on account of such Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Holders pursuant to the subrogation provisions of this Article 12 which would otherwise have been paid to the holders of such Senior Indebtedness shall be deemed to be a payment by the Company in respect of the CompanySecurities. It is understood that the provisions of this Article XII 12 are and are intended solely for the purpose purposes of defining the relative rights of the holders of the SecuritiesHolders, on the one hand, and the holders of the Senior Indebtedness of the Company, Company on the other hand. Nothing contained in this Article XII 12 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its the Senior Indebtedness, Indebtedness of the Company and the holders of the SecuritiesHolders, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities Holders the principal of (and premium, if any) and interest on the Securities (including, without limitation, the Redemption Price, Purchase Price and Change of Control Purchase Price) 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 Securities Holders and creditors of the Company other than the holders of its Senior IndebtednessIndebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the holder of Trustee, any Security Holder from exercising all remedies otherwise permitted by applicable law upon default the occurrence of a Default under this Indenture, subject to the rights, if any, under this Article XII 12 of the holders of Senior Indebtedness of the Company 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 XII12, the Trustee, subject to the provisions of Section 6.018.01, and the holders of the Securities Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, Holders for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII12.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIssuer, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company Issuer to receive payments or distributions of cash, property or securities of the Company Issuer applicable to the Senior Indebtedness of the Company Issuer until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Issuer of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 12 no payment over pursuant to the provisions of this Article XII12, to or for the benefit of the holders of Senior Indebtedness of the Company Issuer by holders of the Securities or the Trustee, shall, as between the CompanyIssuer, its creditors other than holders of Senior Indebtedness of the CompanyIssuer, and the holders of the Securities, be deemed to be a payment by the Company Issuer to or on account of the Senior Indebtedness of the CompanyIssuer. It is understood that the provisions of this Article XII 12 are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIssuer, on the other hand. Nothing contained in this Article XII 12 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the CompanyIssuer, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the CompanyIssuer, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 12 of the holders of Senior Indebtedness of the Company Issuer in respect of cash, property or securities of the Company Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Issuer referred to in this Article XII12, the Trustee, subject to the provisions of Section 6.015.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII12.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 Fifteen (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII Fifteen, and no payment over pursuant to the provisions of this Article XIIFifteen, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article Fifteen, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII Fifteen are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII Fifteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII Fifteen of the holders of Senior Indebtedness of the Company 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 XIIFifteen, the Trustee, subject to the provisions of Section 6.01601, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XIIFifteen.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanySecurityholders pursuant to the subrogation provision of this Article, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal Principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security 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 XII of the holders of Senior Indebtedness of the Company 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 XIIArticle, the Trustee, subject to the provisions of Section 6.01Sections 7.01 and 7.02, and the holders of the Securities 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, liquidation receivership, reorganization, assignment or reorganization marshalling 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XIIArticle.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyDebt, the rights of the holders of the Securities 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 X (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and premium, if any) and interest on the Securities shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII X, and no payment over pursuant to the provisions of this Article XIIX, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders of the Securities or the Trustee, shall, as between among the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt, and no payments or distributions of cash, property or securities to or for the benefit of the Companyholders of the Securities pursuant to the subrogation provisions of this Article X, 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 Securities. It is understood that the provisions of this Article XII X are and are intended solely for the purpose purposes of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII X or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder of any Security Securities from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII X of the holders of Senior Indebtedness of the Company 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 XIIX, the Trustee, subject to the provisions of Section 6.016.1, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XII.X.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities 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 12 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and of, premium, if any) , and interest (including Contingent Interest and Additional Interest, if any) on the Securities shall be paid in fullfull in cash or other payment satisfactory to the Holders of Securities; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 12, and no payment over pursuant to the provisions of this Article XII12, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payment or distribution of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 12, 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 Securities. It is understood that the provisions of this Article XII 12 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII 12 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and of, premium, if any) , and interest (including any Contingent Interest and Additional Interest) on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedyDebt. Upon any payment or distribution of assets of the Company referred to in this Article XII12, the Trustee, subject to the provisions of Section 6.018.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XII12.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIssuer, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company Issuer to receive payments or distributions of cash, property or securities of the Company Issuer applicable to the Senior Indebtedness of the Company Issuer until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Issuer of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII no payment over pursuant to the provisions of this Article XII, 13 to or for the benefit of the holders of Senior Indebtedness of the Company Issuer by holders of the Securities or the Trustee, shall, as between the CompanyIssuer, its creditors other than holders of Senior Indebtedness of the CompanyIssuer, and the holders of the Securities, be deemed to be a payment by the Company Issuer to or on account of the Senior Indebtedness of the CompanyIssuer. It is understood that the provisions of this Article XII 13 are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIssuer, on the other hand. Nothing contained in this Article XII 13 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the CompanyIssuer, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the CompanyIssuer, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 13 of the holders of Senior Indebtedness of the Company Issuer in respect of cash, property or securities of the Company Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Issuer referred to in this Article XII13, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII13.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 15 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) any premium and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 15, and no payment over pursuant to the provisions of this Article XII15, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 15, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 15 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 15 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) any premium and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 15 of the holders of Senior Indebtedness of the Company 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 XII15, the Trustee, subject to the provisions of Section 6.016.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII15.

Subrogation of Securities. Subject to the payment in full in cash or other payment satisfactory to the holders of Senior Indebtedness of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XIIArticle, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XIIArticle, the Trustee, subject to the provisions of Section 6.01601, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XIIArticle.

Subrogation of Securities. Subject to the payment in full in cash or other payment satisfactory to the holders of Senior Indebtedness of all Senior Indebtedness of the Company, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the such Senior Indebtedness of the Company until the principal of (and premiumPrincipal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any) , Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest on interest, if any, in respect of the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the such Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 10, and no payment over pursuant to the provisions of this Article XII10, to or for the benefit of the holders of such Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of its Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, Securities be deemed to be a payment by the Company to or on account of its Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the holders of the Notes pursuant to the subrogation provisions of this Article 10, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the CompanySecurities. It is understood that the provisions of this Article XII 10 are and are intended solely for the purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 10 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, Indebtedness and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premiumPrincipal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any) , Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest on interest, if any, in respect of the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 10 of the holders of Senior Indebtedness of the Company 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 XII10, the Trustee, subject to the provisions of Section 6.017.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-winding- up, liquidation or 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 Trustee, to the holders Holders of the Securities, Securities for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII10.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities 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 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and premium, if any) and interest Interest on the Securities shall be paid in fullfull in cash or other payment satisfactory to the Holders of Securities; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 5, and no payment over pursuant to the provisions of this Article XII5, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payment or distribution of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 5, 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 Securities. It is understood that the provisions of this Article XII 5 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest Interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedyDebt. Upon any payment or distribution of assets of the Company referred to in this Article XII5, the Trustee, subject to the provisions of Section 6.0112.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness Debt and other indebtedness 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 XII5.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders of the Securities 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in full; full and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII IV, and no payment over pursuant to the provisions of this Article XIIIV, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness and no payments or distributions of cash, property or securities to or for the benefit of the Companyholders of the Securities pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII IV are and are intended solely for the purpose purposes of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII IV or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII IV of the holders of Senior Indebtedness of the Company 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 XIIIV, the Trustee, subject to the provisions of Section 6.018.1, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XIIIV.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 V (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest (including Additional Interest, if any) on the Securities shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII V, and no payment over pursuant to the provisions of this Article XIIV, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article V, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII V are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII V or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII V of the holders of Senior Indebtedness of the Company 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 XIIV, the Trustee, subject to the provisions of Section 6.019.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII.V.

Subrogation of Securities. Subject to the payment in full in Cash or other payment satisfactory to the holders of Senior Indebtedness of all Senior Indebtedness of the Company, the rights of the holders of the Securities Holders shall be subrogated to the rights of the holders of such Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the such Senior Indebtedness of the Company until the principal of (and premiumPrincipal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any) , Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest on interest, if any, in respect of the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the such Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities Holders or the Trustee would be entitled except for the provisions of this Article XII 10, and no payment over pursuant to the provisions of this Article XII10, to or for the benefit of the holders of such Senior Indebtedness of the Company by holders of the Securities Holders or the Trustee, shall, as between the Company, its creditors other than holders of its Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, Securities be deemed to be a payment by the Company to or on account of its Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Holders pursuant to the subrogation provisions of this Article 10, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the CompanySecurities. It is understood that the provisions of this Article XII 10 are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, Holders on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 10 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, Indebtedness and the holders of the SecuritiesHolders, the obligation of the Company, which is absolute and unconditional, to pay to the holders of Holders the Securities the principal of (and premiumPrincipal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any) , Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest on interest, if any, in respect of the Securities 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 Securities Holders and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenturean Event of Default, subject to the rights, if any, under this Article XII 10 of the holders of Senior Indebtedness of the Company 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 XII10, the Trustee, subject to the provisions of Section 6.017.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Trustee, to the holders of the Securities, Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII10.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanySecurityholders pursuant to the subrogation provision of this Article, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security 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 XII of the holders of Senior Indebtedness of the Company 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 XIIArticle, the Trustee, subject to the provisions of Section 6.01Sections 7.1 and 7.2, and the holders of the Securities 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, liquidation receivership, reorganization, assignment or reorganization marshalling 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XIIArticle.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 11 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest Obligations on the Securities shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 11, and no payment over pursuant to the provisions of this Article XII11, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 11, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to, or for, the account of the Securities. It is understood that the provisions of this Article XII 11 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 11 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest Obligations on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 11 of the holders of Senior Indebtedness of the Company 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 XII11, the Trustee, subject to the provisions of Section 6.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII11.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders of the Securities 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 16 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 16 and no payment over pursuant to the provisions of this Article XII16, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between among the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Companyholders of the Securities pursuant to the subrogation provisions of this Article 16, which would otherwise have been paid to the holders of Senior Indebtedness, shall, as among the Company and its creditors other than the holders of Securities, be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII are and 16 are intended solely for the purpose purposes of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XII, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness Debt of the Company, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness Debt of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness Debt of the Company until the principal of of, premium (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to or for the benefit of the holders of the Senior Indebtedness Debt of the Company or the Trustee of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee15, shall, as between the Company, its creditors other than holders of Senior Indebtedness Debt of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt of the Company. It is understood that the provisions of this Article XII 15 are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness Debt of the Company, on the other hand. Nothing contained in this Article XII 15 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 15 of the holders of Senior Indebtedness Debt of the Company 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 XII15, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XII15.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 15 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 15, and no payment over pursuant to the provisions of this Article XII15, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 15, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 15 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 15 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 15 of the holders of Senior Indebtedness of the Company 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 XII15, the Trustee, subject to the provisions of Section 6.01601, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII15.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and premium, if any) and interest on the Securities shall be paid in fullfull in cash or other payment satisfactory to the Holders of Securities; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 4, and no payment over pursuant to the provisions of this Article XII4, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payment or distribution of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 4, 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 Securities. It is understood that the provisions of this Article XII 4 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII 4 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their termsterms and this Indenture, or to pay or deliver, as the case may be, the consideration due upon conversion of such Securities in accordance with this Indenture, or is intended to or shall affect the relative rights of the holders Holders of the Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedyDebt. Upon any payment or distribution of assets of the Company referred to in this Article XII4, the Trustee, subject to the provisions of Section 6.0111.01, and the holders Holders of the Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XII4.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the Company, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XII, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-upwinding−up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII.

Subrogation of Securities. Subject to the payment in full in Cash or other payment satisfactory to the holders of Senior Indebtedness of all Senior Indebtedness of the Company, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness of the Company to receive payments or distributions of cashCash, property or securities of the Company applicable to the such Senior Indebtedness of the Company until the principal of (Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Purchase Price and premiuminterest, if any) and interest on , in respect of the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the such Senior Indebtedness of the Company of any cashCash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 10, and no payment over pursuant to the provisions of this Article XII10, to or for the benefit of the holders of such Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of its Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, Securities be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of Cash, property or securities to or for the benefit of the Companyholders of the Securities pursuant to the subrogation provisions of this Article 10, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 10 are and are intended solely for the purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 10 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, Indebtedness and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Purchase Price and premiuminterest, if any) and interest on , in respect of the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 10 of the holders of Senior Indebtedness of the Company in respect of cashCash, 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 XII10, the Trustee, subject to the provisions of Section 6.017.01 hereof, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Trustee, to the holders Holders of the Securities, Securities for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII10.

Subrogation of Securities. Subject to After the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Indebtedness of the CompanyDebt (and all commitments with respect to such Senior Debt have terminated or expired), the rights of the holders of the Securities Holders 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 11 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and principal, premium, if any) and , interest or Contingent Interest, if any, on the Securities shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Debt; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders of the Securities Holders or the Trustee would be entitled except for the provisions of this Article XII 11, and no payment over pursuant to the provisions of this Article XII11, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders of the Securities Holders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders of the SecuritiesHolders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders pursuant to the subrogation provisions of this Article 11, 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 Securities. It is understood that the provisions of this Article XII 11 are and are intended solely for the purpose purposes of defining the relative rights of the holders of the SecuritiesHolders, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII 11 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders of the SecuritiesHolders, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities Holders the principal of (and premium, if any) and ), interest or Contingent Interest, if any, on the Securities 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 Securities Holders and creditors of the Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder of any Security Holders from exercising all remedies otherwise permitted by applicable law upon default during the continuance of an Event of Default under this Indenture, subject to the rights, if any, under this Article XII 11 of the holders of Senior Indebtedness of the Company 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 XII11, the Trustee, subject to the provisions of Section 6.018.01, and the holders of the Securities Holders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 SecuritiesHolders, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XII11.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities 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 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and premium, if any) and interest Interest on the Securities shall be paid in fullfull in cash or other payment satisfactory to the Holders of Securities; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 5, and no payment over pursuant to the provisions of this Article XII5, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payment or distribution of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 5, 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 Securities. It is understood that the provisions of this Article XII 5 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest Interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedyDebt. Upon any payment or distribution of assets of the Company or any Subsidiary Guarantor referred to in this Article XII5, the Trustee, subject to the provisions of Section 6.0114.01, and the holders Holders of the Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XII5.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the Company, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII XIII no payment over pursuant to the provisions of this Article XIIXIII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII XIII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Nothing contained in this Article XII XIII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII XIII of the holders of Senior Indebtedness of the Company 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 XIIXIII, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XIIXIII.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal Principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanySecurityholders pursuant to the subrogation provision of this Article, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders Holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal Principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security 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 XII of the holders of Senior Indebtedness of the Company 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 XIIArticle, the Trustee, subject to the provisions of Section 6.01Sections 7.01 and 7.02, and the holders Holders of the Securities 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, liquidation receivership, reorganization, assignment or reorganization marshalling 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 a Responsible Officer of the Trustee or to the holders Holders of the Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XIIArticle.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities 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 X (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and premium, if any) and interest Interest on the Securities shall be paid in fullfull in cash or other payment satisfactory to the Holders of Securities; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII X , and no payment over pursuant to the provisions of this Article XIIX , to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payment or distribution of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article X , 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 Securities. It is understood that the provisions of this Article XII X are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII X or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of and Interest (and premiumincluding Contingent Interest, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedyDebt. Upon any payment or distribution of assets of the Company referred to in this Article XIIX, the Trustee, subject to the provisions of Section 6.017.1 , and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XIIX .

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities 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 X (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and premium, if any) and interest Interest on the Securities shall be paid in fullfull in cash or other payment satisfactory to the Holders of Securities; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII X, and no payment over pursuant to the provisions of this Article XIIX, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payment or distribution of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article X, 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 Securities. It is understood that the provisions of this Article XII X are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII X or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of and Interest (and premiumincluding Contingent Interest, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedyDebt. Upon any payment or distribution of assets of the Company referred to in this Article XIIX, the Trustee, subject to the provisions of Section 6.017.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XII.X.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolder of Securities pursuant to the subrogation provision of this Article, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders Holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal Principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security 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 XII of the holders of Senior Indebtedness of the Company 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 XIIArticle, the Trustee, subject to the provisions of Section 6.01Sections 601 and 603, and the holders of the Securities 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, liquidation receivership, reorganization, assignment or reorganization marshalling 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XIIArticle.

Subrogation of Securities. Subject to the payment in full in cash of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest (including Additional Interest, if any) on the Securities shall be paid in fullfull in cash; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 5, and no payment over pursuant to the provisions of this Article XII5, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 5, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 5 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 5 of the holders of Senior Indebtedness of the Company 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 XII5, the Trustee, subject to the provisions of Section 6.019.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII5.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest (including contingent interest, if any) on the Securities shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 5, and no payment over pursuant to the provisions of this Article XII5, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 5, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 5 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest (including contingent interest, if any) on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 5 of the holders of Senior Indebtedness of the Company 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 XII5, the Trustee, subject to the provisions of Section 6.019.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII5.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 10 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premiumPrincipal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interest, if any) and interest , Redemption Price, Fundamental Change Redemption Price or interest, if any, on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 10, and no payment over pursuant to the provisions of this Article XII10, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 10, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 10 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 10 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest amounts due on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 10 of the holders of Senior Indebtedness of the Company in respect of cashCash, 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 XII10, the Trustee, subject to the provisions of Section 6.01, 7.1 and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness 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 XII10.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal Principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanySecurityholders pursuant to the subrogation provision of this Article, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal Principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder any Holder of any Security 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 XII of the holders of Senior Indebtedness of the Company 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 XIIArticle, the Trustee, subject to the provisions of Section 6.01Sections 7.01 and 7.02, and the holders Holders of the Securities 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, liquidation receivership, reorganization, assignment or reorganization 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 Holders of the Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XIIArticle.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 V (equally and ratably with the holders of all indebtedness of the Obligors which by its express terms is subordinated to other indebtedness of the Obligors to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company Obligors applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , interest and interest Additional Interest, if any, on the Securities shall be paid in fullfull in cash; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII V, and no payment over pursuant to the provisions of this Article XIIV, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the CompanyObligors, its their creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company Obligors to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article V, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Obligors to or for the account of the Securities. It is understood that the provisions of this Article XII V are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII V or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the CompanyObligors, its their creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the CompanyObligors, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) ), interest and interest Additional Interest, if any, on the Securities 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 Securities and creditors of the Company Obligors other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII V of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company Obligors received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Obligors referred to in this Article XIIV, the Trustee, subject to the provisions of Section 6.019.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the CompanyObligors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.V.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company Issuer applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or 57 securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 12, and no payment over pursuant to the provisions of this Article XII12, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the CompanyIssuer, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders of the Securities, be deemed to be a payment by the Company Issuer to or on account of the Senior Indebtedness of the CompanyIndebtedness. It is understood that the provisions of this Article XII 12 are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 12 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the CompanyIssuer, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the CompanyIssuer, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company Issuer other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 12 of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Issuer referred to in this Article XII12, the Trustee, subject to the provisions of Section 6.015.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII12.

Subrogation of Securities. Subject to the payment in full of After all Senior Indebtedness is paid in full and until the Securities are paid in full, Holders of the Company, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of Indebtedness. A distribution made under this Article XII no payment over pursuant Fourteen to the provisions of this Article XII, to or for the benefit of the holders Holders of Senior Indebtedness which otherwise would have been made to Holders of the Company by holders of the Securities or the Trustee, shallis not, as between the Company, its creditors other than holders Issuer and Holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or Issuer on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other handIndebtedness. Nothing contained in this Article XII Fourteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the CompanyIssuer, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the CompanyIssuer, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (of, and premium, if any) , and interest on the Securities 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 Securities and creditors of the Company Issuer other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII Fourteen of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Issuer referred to in this Article XIIFourteen, the Trustee, subject to the provisions of Section 6.015.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIFourteen.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 15 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 15, and no payment over pursuant to the provisions of this Article XII15, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 15, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 15 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 15 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 15 of the holders of Senior Indebtedness of the Company 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 XII15, the Trustee, subject to the provisions of Section 6.016.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII15.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the Company, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII no payment over pursuant to the provisions of this Article XII, XI to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII XI are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Nothing contained in this Article XII XI or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII XI of the holders of Senior Indebtedness of the Company 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 XIIXI, the Trustee, subject to the provisions of Section 6.017.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XIIXI.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIssuer, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company Issuer to receive payments or distributions of cash, property or securities of the Company Issuer applicable to the Senior Indebtedness of the Company Issuer until principal (including, if applicable, any cash due upon conversion the principal of (and Securities), premium, if any) , and interest on the Securities on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Issuer of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII no payment over pursuant to the provisions of this Article XII, 12 to or for the benefit of the holders of Senior Indebtedness of the Company Issuer by holders of the Securities or the Trustee, shall, as between the CompanyIssuer, its creditors other than holders of Senior Indebtedness of the CompanyIssuer, and the holders of the Securities, be deemed to be a payment by the Company Issuer to or on account of the Senior Indebtedness of the CompanyIssuer. It is understood that the provisions of this Article XII 12 are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIssuer, on the other hand. Nothing contained in this Article XII 12 or elsewhere in this the Indenture or in the Securities is intended to or shall impair, as between the CompanyIssuer, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the CompanyIssuer, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and including, if applicable, any cash due upon conversion the Securities), premium, if any) , and interest on the Securities 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 Securities and creditors of the Company Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article XII 12 of the holders of Senior Indebtedness of the Company Issuer in respect of cash, property or securities of the Company Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Issuer referred to in this Article XII12, the Trustee, subject to the provisions of Section 6.015.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII12.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities assets of the Company applicable to made on the Senior Indebtedness of the Company until the principal of (and premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or by the Trustee, shall, as between the Company, its creditors other than the holders of Senior Indebtedness Indebtedness, and the holders of Securities, be deemed to be a payment by the Company to or on account of Senior Indebtedness, and no payments or distributions to the Trustee or the holders of the Securities of cash, property or securities payable or distributable to the holders of the Senior Indebtedness to which the Trustee or the holders of the Securities shall become entitled pursuant to the provisions of this Section, shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Securities, be deemed to be a payment by the Company to the holders of or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XII, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII.

Subrogation of Securities. Subject to the payment in full in cash of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (principal, Redemption Price, Fundamental Change Redemption Price, and premiuminterest, if any) and interest on , in respect of the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 13, and no payment over pursuant to the provisions of this Article XII13, to or for the benefit of the holders of Senior Indebtedness of the Company Indebtedness, by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of such Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the CompanyIndebtedness. It is understood that the provisions of this Article XII 13 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 13 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (principal, Redemption Price, Fundamental Change Redemption Price and premiuminterest, if any) and interest on , in respect of the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 13 of the holders of Senior Indebtedness of the Company 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 XII13, the Trustee, subject to the provisions of Section 6.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Company and other indebtedness 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 XII13.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest (including Additional Interest, if any) on the Securities shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 5, and no payment over pursuant to the provisions of this Article XII5, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 5, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 5 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default Default under this Indenture, subject to the rights, if any, under this Article XII 5 of the holders of Senior Indebtedness of the Company 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 XII5, the Trustee, subject to the provisions of Section 6.019.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII5.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities 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 indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of and interest (and premiumincluding additional amounts, if any) and interest on the Securities Senior Debt shall be paid in fullfull in cash or other payment satisfactory to the holders of the Securities; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII VII, and no payment over pursuant to the provisions of this Article XIIVII, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 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 Securities. It is understood that the provisions of this Article XII VII are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XIIVII, the Trustee, subject to the provisions of Section 6.01Article XI, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness Debt and other indebtedness 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 XIIVII.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 9 (equally and ratably with the holders of all 80 indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (of, and premium, if any) , the cash portion of the conversion obligation, if any, and interest on on, the Securities shall be paid in full, in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 9, and no payment over over, pursuant to the provisions of this Article XII9, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, Trustee shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 9, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 9 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 9 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, Indebtedness and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (of, and premium, if any) , the cash portion of the conversion obligation, if any, and any interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 9 of the holders of Senior Indebtedness of the Company 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 XII9, the Trustee, subject to the provisions of Section 6.01, Trustee and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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, 81 delivered to the Trustee or to the holders Holders of the Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII9.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company Issuer applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 12, and no payment over pursuant to the provisions of this Article XII12, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the CompanyIssuer, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders of the Securities, be deemed to be a payment by the Company Issuer to or on account of the Senior Indebtedness of the CompanyIndebtedness. It is understood that the provisions of this Article XII 12 are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 12 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the CompanyIssuer, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the CompanyIssuer, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company Issuer other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 12 of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Issuer referred to in this Article XII12, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII12.

Subrogation of Securities. Subject to the payment in full in cash or other payment satisfactory to the holders of Senior Indebtedness of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 15 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 15, and no payment over pursuant to the provisions of this Article XII15, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 15, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 15 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 15 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 15 of the holders of Senior Indebtedness of the Company 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 XII15, the Trustee, subject to the provisions of Section 6.01601, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII15.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company Issuer applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 12, and no payment over pursuant to the provisions of this Article XII12, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the CompanyIssuer, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders of the Securities, be deemed to be a payment by the Company Issuer to or on account of the Senior Indebtedness of the CompanyIndebtedness. It is understood that the provisions of this Article XII 12 are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 12 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the CompanyIssuer, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the CompanyIssuer, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company Issuer other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 12 of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Issuer referred to in this Article XII12, the Trustee, subject to the provisions of Section 6.015.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII.the

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the Company, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII no payment over pursuant to the provisions of this Article XII, XIV to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII XIV are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Nothing contained in this Article XII XIV or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII XIV of the holders of Senior Indebtedness of the Company 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 XIIXIV, the Trustee, subject to the provisions of Section 6.01, Trustee and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XIIXIV.

Subrogation of Securities. Subject to the payment in full of ------------------------- all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders of the Securities 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in full; full and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII IV, and no payment over pursuant to the provisions of this Article XIIIV, to or ---------- ---------- for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness and no payments or distributions of cash, property or securities to or for the benefit of the Companyholders of the Securities pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the ---------- holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII IV are and are intended solely for the purpose purposes of defining the ---------- relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII IV or elsewhere in this Indenture or in ---------- the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII IV of the holders of Senior ---------- Indebtedness of the Company 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 XIIIV, the Trustee, subject to the provisions of Section 6.018.1, and the ---------- ----------- holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII.IV. ----------

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest (including Additional Interest, if any) on the Securities shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 5, and no payment over pursuant to the provisions of this Article XII5, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be 44 -38- a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 5, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 5 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default Default under this Indenture, subject to the rights, if any, under this Article XII 5 of the holders of Senior Indebtedness of the Company 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 XII5, the Trustee, subject to the provisions of Section 6.019.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII5.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the Company, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XII, the Trustee, subject to the provisions of Section 6.017.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII.

Subrogation of Securities. Subject to the payment in full in cash of all Senior Indebtedness of the Company, the rights of the holders Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness of the Company pursuant to the provisions of this Article Thirteen (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII Thirteen, and no payment over pursuant to the provisions of this Article XIIThirteen, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII Thirteen are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Nothing contained in this Article XII Thirteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessIndebtedness of the Company, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior IndebtednessIndebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII Thirteen of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedy. -102- 114 Upon any payment or distribution of assets of the Company referred to in this Article XIIThirteen, the Trustee, subject to the provisions of Section 6.016.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Company and other indebtedness 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 XIIThirteen.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities 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 11 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to Senior Debt of the Company to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and premiumprincipal, Interest or Additional Interest, if any) and interest , on the Securities shall be paid in fullfull in cash or other payment satisfactory to the holders of Securities; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 11, and no payment over pursuant to the provisions of this Article XII11, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 11, 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 Securities. It is understood that the provisions of this Article XII 11 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII 11 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, Company and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (of, redemption of, Interest and premiumAdditional Interest, if any) and interest , on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 11 of the holders of Senior Indebtedness of the Company 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 XII11, the Trustee, subject to the provisions of Section 6.017.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XII11.

Subrogation of Securities. Subject to the payment in full in cash of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 13 (equally and ratably with the holders of all indebtedness of the Issuers which by its express terms is subordinated to other indebtedness of the Issuers to substantially the same 103 111 extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price, and premiuminterest, if any) and interest on , in respect of the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 13, and no payment over pursuant to the provisions of this Article XII13, to or for the benefit of the holders of Company Senior Indebtedness of or the Company Co-Obligor Senior Indebtedness, as the case may be, by holders Holders of the Securities or the Trustee, shall, as between the Companyrelevant Issuer, its creditors other than holders of such Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company relevant Issuer to or on account of the Company Senior Indebtedness of or the CompanyCo-Obligor Senior Indebtedness, as the case may be. It is understood that the provisions of this Article XII 13 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 13 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the CompanyIssuers, its their creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the CompanyIssuers, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price and premiuminterest, if any) and interest on , in respect of the Securities 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 Securities and creditors of the Company Issuers other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 13 of the holders of Senior Indebtedness of the Company 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 Issuers referred to in this Article XII13, the Trustee, subject to the provisions of Section 6.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 104 112 the Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Issuers and other indebtedness Indebtedness of the CompanyIssuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII13.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 11 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cashCash, property Property or securities Securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (any Payable Amount, together with accrued and premiumunpaid interest, if any) and interest , on the Securities shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cashCash, property Property or securities Securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 11, and no payment over pursuant to the provisions of this Article XII11, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of Cash, Property or Securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 11, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 11 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 11 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (any Payable Amount, together with accrued and premiumunpaid interest, if any) and interest , on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 11 of the holders of Senior Indebtedness of the Company in respect of cashCash, property Property or securities 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 XII11, the Trustee, subject to the provisions of Section 6.017.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness 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 XII11.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the Companyand Subordinated Debt, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company and Subordinated Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company and Subordinated Debt until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company and Subordinated Debt of any cash, property or securities to which the holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company and Subordinated Debt by holders of the Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and Subordinated Debt and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness and Subordinated Debt; and no payments or distributions of cash, property or securities to or for the benefit of the CompanySecurityholders pursuant to the subrogation 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 Securities. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Companyand Subordinated Debt, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtednessand Subordinated Debt, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtednessand Subordinated Debt, nor shall anything herein or therein prevent the Trustee or the holder of any Security 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 XII of the holders of Senior Indebtedness of the Company 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 XIIArticle, the Trustee, subject to the provisions of Section 6.01Sections 7.1 and 7.2, and the holders of the Securities 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, liquidation receivership, reorganization, assignment or reorganization marshalling 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XIIArticle.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities 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 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and premium, if any) and interest Interest on the Securities shall be paid in fullfull in cash or other payment satisfactory to the Holders of Securities; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 5, and no payment over pursuant to the provisions of this Article XII5, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payment or distribution of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 5, 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 Securities. It is understood that the provisions of this Article XII 5 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest Interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedyDebt. Upon any payment or distribution of assets of the Company referred to in this Article XII5, the Trustee, subject to the provisions of Section 6.0112.01, and the holders Holders of the Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XII5.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities 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 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of and interest (and premiumincluding additional amounts, if any) and interest on the Securities Senior Debt shall be paid in fullfull in cash or other payment satisfactory to the holders of the Securities; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 5, and no payment over pursuant to the provisions of this Article XII5, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 5, 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 Securities. It is understood that the provisions of this Article XII 5 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of and interest (including the payment of the Change of Control Purchase Price, Liquidated Damages and premiumPass-Through Dividends, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 5 of the holders of Senior Indebtedness of the Company 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 XII5, the Trustee, subject to the provisions of Section 6.01Article 8, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XII5.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of the CompanySenior Indebtedness, the rights of the holders Holders of the Securities 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 (equally and ratably with the holders of indebtedness of the Company which by its express terms is subordinated to indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities assets of the Company applicable to made on the Senior Indebtedness of the Company until the principal of (and premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness by Holders of the Company Securities, or by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of Securities, be deemed to be a payment or distribution by the Company to or on account of Senior Indebtedness, and no payments or distributions to the Trustee or the Holders of the Securities of cash, property or securities payable or distributable to the holders of the Senior Indebtedness to which the Trustee or the Holders of the Securities shall become entitled pursuant to the provisions of this Section, shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to the Holders of or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XII, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanySecurityholders pursuant to the subrogation provision of this Article, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders Holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal Principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security 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 XII of the holders of Senior Indebtedness of the Company 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 XIIArticle, the Trustee, subject to the provisions of Section 6.01Sections ‎7.01 and ‎7.02, and the holders of the Securities 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, liquidation receivership, reorganization, assignment or reorganization marshalling 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XIIArticle.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders of the Securities Holders shall be subrogated to the rights extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 10 (equally and ratably with the holders of all Debt of the Company to receive payments or distributions of cash, property or securities of the Company applicable which by its express terms is pari passu to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in fullSecurities; and, provided that for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cashCash, property or securities to which the holders of the Securities Holders or the Trustee would be entitled except for the provisions of this Article XII 10, and no payment over pursuant to the provisions of this Article XII10, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities Holders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders of the SecuritiesHolders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of Cash, property or securities to or for the benefit of the CompanyHolders pursuant to the subrogation provisions of this Article 10, that would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 10 are and are intended solely for the purpose purposes of defining the relative rights of the holders of the SecuritiesHolders, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 10 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the SecuritiesHolders, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities Holders the principal of (and premiumof, if any) and interest on on, the Securities 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 Securities Holders and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 10 of the holders of Senior Indebtedness of the Company in respect of cashCash, 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 XII, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Securities Securities, and any other obligation with respect to the Securities, shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 5, and no payment over pursuant to the provisions of this Article XII5, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 5, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 5 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 5 of the holders of Senior Indebtedness of the Company 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 XII5, the Trustee, subject to the provisions of Section 6.019.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII5.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyDebt, the rights of the holders of the Securities 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 X (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and premium, if any) and interest on the Securities shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII X, and no payment over pursuant to the provisions of this Article XIIX, to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders of the Securities or the Trustee, shall, as between among the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt, and no payments or distributions of cash, property or securities to or for the benefit of the Companyholders of the Securities pursuant to the subrogation provisions of this Article X, 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 Securities. It is understood that the provisions of this Article XII X are and are intended solely for the purpose purposes of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII X or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder of any Security Securities from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article XII X of the holders of Senior Indebtedness of the Company 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 XIIX, the Trustee, subject to the provisions of Section 6.016.1, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XII.X.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of the CompanySenior Indebtedness, the rights of the holders Holders of the Securities 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 (equally and ratably with the holders of indebtedness of the Company which by its express terms is subordinated to indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities assets of the Company applicable to made on the Senior Indebtedness of the Company until the principal of (and premium, if any) ), interest and interest any Additional Amounts, if any, on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII Article, and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness by Holders of the Company Securities, or by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of Securities, be deemed to be a payment or distribution by the Company to or on account of Senior Indebtedness, and no payments or distributions to the Trustee or the Holders of the Securities of cash, property or securities payable or distributable to the holders of the Senior Indebtedness to which the Trustee or the Holders of the Securities shall become entitled pursuant to the provisions of this Section, shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to the Holders of or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XII, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyDebt, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Nothing contained in this Article XII Fifteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII Fifteen of the holders of Senior Indebtedness of the Company 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 XIIFifteen, the Trustee, subject to the provisions of Section 6.01601, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XIIFifteen.

Subrogation of Securities. Subject to the payment in full ------------------------- of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 14, and no payment over pursuant to the provisions of this Article XII14, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the CompanyIndebtedness. It is understood that the provisions of this Article XII 14 are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 14 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 14 of the holders of Senior Indebtedness of the Company 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 XII14, the Trustee, subject to the provisions of Section 6.01Article 7, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-winding- up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII14.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the Company, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII no payment over pursuant to the provisions of this Article XII, 13 to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII 13 are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Nothing contained in this Article XII 13 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 13 of the holders of Senior Indebtedness of the Company 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 XII13, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII13.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company Issuer applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 12, and no payment over pursuant to the provisions of this Article XII12, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the CompanyIssuer, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders of the Securities, be deemed to be a payment by the Company Issuer to or on account of the Senior Indebtedness of the CompanyIndebtedness. It is understood that the provisions of this Article XII 12 are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 12 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the CompanyIssuer, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the CompanyIssuer, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company Issuer other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 12 of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Issuer referred to in this Article XII12, the Trustee, subject to the provisions of Section 6.015.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII12.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and of, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XII Sixteen and no payment over pursuant to the provisions of this Article XII, Sixteen to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders Holders of Senior Indebtedness of the Company, Debt and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders pursuant to the subrogation provisions of this Article Sixteen, 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 Securities. It is understood that the provisions of this Article XII Sixteen are and are intended solely for the purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII Sixteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and of, premium, if any) , and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security 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 XII Sixteen of the holders of Senior Indebtedness of the Company 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 XIISixteen, the Trustee, subject to the provisions of Section 6.01Article Six, and the holders Holders of the Securities 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, liquidation receivership, reorganization, assignment or reorganization marshaling 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XIISixteen.

Subrogation of Securities. 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 and interest on all Senior Indebtedness of at the Companytime outstanding, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company Issuer applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities of any series or the Trustee would be entitled except for the provisions of this Article XII no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the CompanyIssuer, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the SecuritiesSecurities of any series, be deemed to be a payment by the Company Issuer to or on account of the Senior Indebtedness of the CompanyIndebtedness. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities of any series is intended to or shall impair, as between among the CompanyIssuer, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the CompanyIssuer, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities of any series and creditors of the Company Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Issuer referred to in this Article XIIArticle, the Trustee, subject to the provisions of Section 6.016.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-winding up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIArticle.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyDebt, the rights of the holders Holders of the Securities shall be subrogated to the rights of the holders Holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and of, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders Holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders Holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XII Sixteen and no payment over pursuant to the provisions of this Article XII, Sixteen to or for the benefit of the holders Holders of Senior Indebtedness of the Company Debt by holders Holders of the Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders Holders of Senior Indebtedness of the Company, Debt and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders pursuant to the subrogation provisions of this Article Sixteen, 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 Securities. It is understood that the provisions of this Article XII Sixteen are and are intended solely for the purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders Holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII Sixteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders Holders of its Senior IndebtednessDebt, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and of, premium, if any) , and interest on the Securities 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 Securities and creditors of the Company other than the holders Holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security 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 XII Sixteen of the holders Holders of Senior Indebtedness of the Company 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 XIISixteen, the Trustee, subject to the provisions of Section 6.01Article Six, and the holders Holders of the Securities 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, liquidation receivership, reorganization, assignment or reorganization marshaling 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders Holders of the Senior Indebtedness 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 XIISixteen.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest (including Special Interest, if any) on the Securities shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 5, and no payment over pursuant to the provisions of this Article XII5, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 5, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 5 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 5 of the holders of Senior Indebtedness of the Company 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 XII5, the Trustee, subject to the provisions of Section 6.019.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding- up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII5.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyDebt, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and of, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XII Sixteen and no payment over pursuant to the provisions of this Article XII, Sixteen to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders of the Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, Debt and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders pursuant to the subrogation provisions of this Article Sixteen, 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 Securities. It is understood that the provisions of this Article XII Sixteen are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII Sixteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and of, premium, if any) , and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder of any Security 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 XII Sixteen of the holders of Senior Indebtedness of the Company 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 XIISixteen, the Trustee, subject to the provisions of Section 6.01Article Six, and the holders of the Securities 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, liquidation receivership, reorganization, assignment or reorganization marshaling 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XIISixteen.

Subrogation of Securities. Subject to the payment in full in cash of all Senior Indebtedness of the Company, the rights of the holders Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness of the Company pursuant to the provisions of this Article Thirteen (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII Thirteen, and no payment over pursuant to the provisions of this Article XIIThirteen, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII Thirteen are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. 106 Nothing contained in this Article XII Thirteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior IndebtednessIndebtedness of the Company, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior IndebtednessIndebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII Thirteen of the holders of Senior Indebtedness of the Company 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 XIIThirteen, the Trustee, subject to the provisions of Section 6.016.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Company and other indebtedness 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 XIIThirteen.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 10 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premiumPrincipal Amount, Issue Price, accrued Original Issue Discount, accrued Liquidated Damages, if any) , Redemption Price, Purchase Price, Fundamental Change Redemption Price and interest on interest, if any, in respect of the Securities Securities, shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 10, and no payment over pursuant to the provisions of this Article XII10, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 10, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 10 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 10 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest amounts due on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 10 of the holders of Senior Indebtedness of the Company 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 XII10, the Trustee, subject to the provisions of Section 6.017.01, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII10.

Subrogation of Securities. Subject to the payment in full of all Specified Senior Indebtedness of the Company, unless provision is made for such payment in money in accordance with the rights terms of such Specified Senior Indebtedness, or otherwise in a manner satisfactory to the holders of such Specified Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of such Specified Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the such Specified Senior Indebtedness of the Company until the principal of (Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Redemption Price and premiuminterest, if any) and interest on , in respect of the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the such Specified Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 10, and no payment over pursuant to the provisions of this Article XII10, to or for the benefit of the holders of such Specified Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of its Specified Senior Indebtedness of the Company, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the its Specified Senior Indebtedness of the CompanyIndebtedness. It is understood that the provisions of this Article XII are and 10 are intended solely for the purpose of defining the relative rights of the holders Holders of the Securities, Securities on the one hand, and the holders of the Specified Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 10 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Specified Senior Indebtedness, Indebtedness and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premiumPrincipal Amount, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their termsIssue Price, or is intended to or shall affect the relative rights of the holders of the Securities and creditors of the Company other than the holders of its Senior Indebtednessaccrued Original Issue Discount, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureRedemption Price, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company 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 XII, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior 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 XII.Purchase

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyDebt, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company Debt until the principal of (and of, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company Debt of any cash, property or securities to which the holders of the Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XII Sixteen and no payment over ever pursuant to the provisions of this Article XII, Sixteen to or for the benefit of the holders of Senior Indebtedness of the Company Debt by holders of the Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, Debt and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Debt; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders pursuant to the subrogation provisions of this Article Sixteen, 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 Securities. It is understood that the provisions of this Article XII Sixteen are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyDebt, on the other hand. Nothing contained in this Article XII Sixteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior IndebtednessDebt, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and principal, premium, if 86 any) , and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security 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 XII Sixteen of the holders of Senior Indebtedness of the Company 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 XIISixteen, the Trustee, subject to the provisions of Section 6.01Article Six, and the holders of the Securities 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, liquidation receivership, reorganization, assignment or reorganization marshaling 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness 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 XIISixteen.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 Thirteen (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII Thirteen, and no payment over pursuant to the provisions of this Article XIIThirteen, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities or coupons appertaining thereto pursuant to the subrogation provisions of this Article Thirteen, which would otherwise have 137 150 been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII Thirteen are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII Thirteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII Thirteen of the holders of Senior Indebtedness of the Company 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 XIIThirteen, the Trustee, subject to the provisions of Section 6.016.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XIIThirteen.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and principal, premium, if any) , and interest on the Securities shall be paid in full, in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 5, and no payment over pursuant to the provisions of this Article XII5, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 5, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 5 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (and premium, if any) and interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 5 of the holders of Senior Indebtedness of the Company 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 XII5, the Trustee, subject to the provisions of Section 6.019.1, and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII5.

Subrogation of Securities. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the CompanyIndebtedness, the rights of the holders Holders of the Securities 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 9 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (of, and premium, if any) , the cash portion of the conversion obligation, if any, and interest on on, the Securities shall be paid in full, in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII 9, and no payment over over, pursuant to the provisions of this Article XII9, to or for the benefit of the holders of Senior Indebtedness of the Company by holders Holders of the Securities or the Trustee, Trustee shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the CompanyHolders of the Securities pursuant to the subrogation provisions of this Article 9, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII 9 are and are intended solely for the purpose purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the CompanyIndebtedness, on the other hand. Nothing contained in this Article XII 9 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its Senior Indebtedness, Indebtedness and the holders Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Securities the principal of (of, and premium, if any) , the cash portion of the conversion obligation, if any, and any interest on the Securities 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 Securities and creditors of the Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII 9 of the holders of Senior Indebtedness of the Company 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 XII9, the Trustee, subject to the provisions of Section 6.01, Trustee and the holders Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII9.

Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the CompanyCompany in cash or other payment satisfactory to the holders of such Senior Indebtedness, the rights of the holders of the Securities Holders shall be subrogated to the rights extent of any payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 12 (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 Securities are subordinated and is entitled to like rights of subrogation) to the rights of such holders to receive payments or distributions of cash, property or securities of the Company applicable to the such Senior Indebtedness of the Company until the principal of (and premium, if any) and interest (including any Additional Interest) on the Securities shall be paid in fullfull in cash or other payment satisfactory to the Holders; and, for the purposes of such subrogation, no payments or distributions to the holders of the such Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities Holders or the Trustee would be entitled except for the provisions of this Article XII 12, and no payment over pursuant to the provisions of this Article XII12, to or for the benefit of the holders of such Senior Indebtedness of the Company by holders of the Securities Holders or the Trustee, shall, as between the Company, its creditors other than holders of such Senior Indebtedness of the CompanyIndebtedness, and the holders of the Securities, Holders be deemed to be a payment by the Company to or on account of such Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Holders pursuant to the subrogation provisions of this Article 12 which would otherwise have been paid to the holders of such Senior Indebtedness shall be deemed to be a payment by the Company in respect of the CompanySecurities. It is understood that the provisions of this Article XII 12 are and are intended solely for the purpose purposes of defining the relative rights of the holders of the SecuritiesHolders, on the one hand, and the holders of the Senior Indebtedness of the Company, Company on the other hand. Nothing contained in this Article XII 12 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between among the Company, its creditors other than the holders of its the Senior Indebtedness, Indebtedness of the Company and the holders of the SecuritiesHolders, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities Holders the principal of (and premium, if any) and interest (including any Additional Interest) on the Securities (including, without limitation, the Redemption Price, Purchase Price and Change of Control Purchase Price) 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 Securities Holders and creditors of the Company other than the holders of its Senior IndebtednessIndebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the holder of Trustee, any Security Holder from exercising all remedies otherwise permitted by applicable law upon default the occurrence of a Default under this Indenture, subject to the rights, if any, under this Article XII 12 of the holders of Senior Indebtedness of the Company 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 XII12, the Trustee, subject to the provisions of Section 6.018.01, and the holders of the Securities Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or 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 Securities, Holders for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior 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 XII12.