Common use of Subrogation to Rights of Holders of Senior Indebtedness Clause in Contracts

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company Corporation that by its express terms is subordinated to Senior Indebtedness of the Company Corporation to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including any Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the CompanyCorporation, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company Corporation to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or Indebtedness of the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessCompany as provided herein, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior IndebtednessThirteen) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities assets of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) all amounts owing on the Securities shall be paid in full. For purposes the purpose of such subrogation, no such payments or distributions to the holders of the such Senior Indebtedness by the Company, or by or on behalf of the Holders of the Securities by virtue of this Article Thirteen, which otherwise would have been made to such Holders shall, as between the Company and such Holders, be deemed to be payment by the Company or on account of such Senior Indebtedness, it being understood that the provisions of this Article Thirteen 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 such Senior Indebtedness, on the other hand. If any cash, property payment or securities distribution to which the Holders of the Securities or the Trustee would be otherwise have been entitled except but for the provisions of this ArticleArticle Thirteen shall have been applied, and no payments over pursuant to the provisions of this Article Thirteen, to the payment of amounts payable under Senior Indebtedness of the Company, then such Holders shall be entitled to receive from the holders of such Senior Indebtedness any payments or distributions received by such holders of Senior Indebtedness by Holders in excess of the Securities amount sufficient to pay all amounts payable under or the Trustee, shall, as among the Company, its creditors other than holders in respect of such Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior IndebtednessIndebtedness in full.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogationsubrogation or assignment, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due on or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders respect of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness other 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) , and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or Indebtedness of the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessCompany as provided herein, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior IndebtednessArticle) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities assets of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) all amounts owing on the Securities shall be paid in full. For purposes the purpose of such subrogation, no such payments or distributions to the holders of the such Senior Indebtedness by the Company, or by or on behalf of the Holders of the Securities by virtue of this Article Thirteen, which otherwise would have been made to such Holders shall, as between the Company and such Holders, be deemed to be payment by the Company or on account of such Senior Indebtedness, it being understood that the provisions of this Article Thirteen 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 such Senior Indebtedness, on the other hand. If any cash, property payment or securities distribution to which the Holders of the Securities or the Trustee would be otherwise have been entitled except but for the provisions of this ArticleArticle Thirteen shall have been applied, and no payments over pursuant to the provisions of this Article Thirteen, to the payment of amounts payable under Senior Indebtedness of the Company, then such Holders shall be entitled to receive from the holders of such Senior Indebtedness any payments or distributions received by such holders of Senior Indebtedness by Holders in excess of the Securities amount sufficient to pay all amounts payable under or the Trustee, shall, as among the Company, its creditors other than holders in respect of such Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior IndebtednessIndebtedness in full.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or and until the provision for such payment Securities are paid in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednessfull, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until to the principal extent that payments and distributions otherwise payable to Holders of (and premium if any) and interest (including Additional Interest) on Securities have been applied to the Securities shall be paid in fullpayment of Senior Indebtedness as provided by this Article XII. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled entitled, except for the provisions of this ArticleArticle XII, and no payments over pursuant to the provisions of this Article XII to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full in cash of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and any premium if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to or for the benefit of the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due on or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders respect of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness other 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) , and interest (including Additional Interest) Interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would otherwise be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or Indebtedness of the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessCompany as provided herein, the Holders of the Securities shall be subrogated (to the extent of the payments or distributions made to the holders of such that Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior IndebtednessX) to the rights of the holders of such that Senior Indebtedness to receive payments and or distributions of cash, property and securities assets of the Company applicable to the that Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) all amounts owing on the Securities shall be paid in full. For purposes the purpose of such that subrogation, no such payments or distributions to the holders of the that Senior Indebtedness by the Company, or by or on behalf 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, and no payments over pursuant to the provisions by virtue of this Article X, which otherwise would have been made to the holders of Senior Indebtedness by those Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than the holders of Senior Indebtedness of the Company and those Holders, be deemed to be payment by the Company or on account of that Senior Indebtedness, it being understood that the provisions of this Article X are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, be deemed to be a on the one hand, and the holders of that Senior Indebtedness, on the other hand. If any payment or distribution to which the Holders of the Securities would otherwise have been entitled but for the provisions of this Article X shall have been applied, pursuant to the provisions of this Article X, to the payment of amounts payable under Senior Indebtedness of the Company, then those Holders shall be entitled to receive from the holders of that Senior Indebtedness any payments or distributions received by those holders of Senior Indebtedness of the Company to or on account in excess of the amount sufficient to pay all amounts payable under or in respect of that Senior IndebtednessIndebtedness in full.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to all of the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and any interest (including and Additional Interest) Amounts on the Securities shall be paid in full. For purposes of such subrogationsubrogation or assignment, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 XIII (equally and ratably with the holders of all indebtedness of the Company Corporation that by its express terms is subordinated to Senior Indebtedness of the Company Corporation to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including any Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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 ArticleArticle XIII, and no payments over pursuant to the provisions of this Article XIII to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the CompanyCorporation, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company Corporation to or on account of the such Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment Obligations in cash or cash equivalents or otherwise in a manner satisfactory to the holders respect of Senior Indebtedness, 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 XII (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness other 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) , and interest (including on and any Additional Interest) on Amounts with respect to the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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 ArticleArticle XII, and no payments over pursuant to the provisions of this Article XII to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject From and after the payment in full of all Senior Indebtedness, the Holders of the Debentures (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such which is not subordinate in right of payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders Debentures and which by its terms grants such right of Senior Indebtedness, subrogation to the Holders of the Securities holder thereof) 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and assets or securities of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities Debentures shall be paid in full. For , and, for the purposes of such subrogation, no such payments or distributions to the holders of the Senior Indebtedness of any cashassets or securities, property which otherwise would have been payable or securities distributable to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the TrusteeDebentures, shall, as among between the Company, its creditors (other than the holders of Senior Indebtedness), and the Holders of the SecuritiesDebentures, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Debentures, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained herein is intended to or shall impair as between the Company, its creditors (other than the holders of Senior Indebtedness), and the Holders of the Debentures, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Debentures the principal of and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Debentures and creditors of the Company (other than the holders of the Senior Indebtedness), nor shall anything herein or therein prevent the Trustee or the Holders of Debentures from exercising all remedies otherwise permitted by applicable law upon default hereunder with respect to the Debentures subject to the rights of the holders of Senior Indebtedness, under Section 502, to receive cash, property or securities of the Company otherwise payable or deliverable to the Trustee or the Holders of the Debentures or to a representative of such Holders, on their behalf. Upon any distribution or payment in connection with any proceedings or sale referred to in Section 502(a), the Trustee and each Holder of the Debentures then Outstanding, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person making any distribution or payment to the Trustee or such Holder for the purpose of ascertaining the holders of Senior Indebtedness entitled to participate in such payment or distribution, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to Upon the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Notes 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) any and interest (including Additional Interest) on the Securities Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 11, and no payments over pursuant to the provisions of this Article 11 to the holders of Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 11 shall have been applied, pursuant to the provisions of this Article 11, to the payment of all amounts payable under the Senior Indebtedness of the Company, then and in such case the Holders shall be entitled to receive from the holders of such Senior Indebtedness at the time outstanding any payments or distributions received by such holders of such Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Indebtedness in full in cash or Cash Equivalents.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that Issuers which by its express terms is subordinated to Senior Indebtedness indebtedness of the Company Issuers to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the CompanyIssuers, its their creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company Issuers to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the rights of the Holders of the Securities Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness indebtedness of the Company to substantially the same extent as the Securities Debentures are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities Debentures shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Debentures or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to or for the benefit of the holders of Senior Indebtedness by Holders of the Securities Debentures or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesDebentures, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or Indebtedness of the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessCompany as provided herein, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior IndebtednessArticle) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities assets of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) all amounts owing on the Securities shall be paid in full. For purposes the purpose of such subrogation, no such payments or distributions to the holders of the such Senior Indebtedness by the Company, or by or on behalf of the Holders of the Securities by virtue of this Article X, which otherwise would have been made to such Holders shall, as between the Company and such Holders, be deemed to be payment by the Company or on account of such Senior Indebtedness, it being understood that the provisions of this Article X 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 such Senior Indebtedness, on the other hand. If any cash, property payment or securities distribution to which the Holders of the Securities or the Trustee would be otherwise have been entitled except but for the provisions of this ArticleArticle X shall have been applied, and no payments over pursuant to the provisions of this Article X, to the payment of amounts payable under Senior Indebtedness of the Company, then such Holders shall be entitled to receive from the holders of such Senior Indebtedness any payments or distributions received by such holders of Senior Indebtedness by Holders in excess of the Securities amount sufficient to pay all amounts payable under or the Trustee, shall, as among the Company, its creditors other than holders in respect of such Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior IndebtednessIndebtedness in full.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness Indebtedness of the Company that which by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) interest, if any, on the Securities shall be paid in full. For purposes of such subrogationsubrogation or assignment, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that Issuers which by its express terms is subordinated to Senior Indebtedness indebtedness of the Company Issuers to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the CompanyIssuers, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company Issuers to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the Security Interest constituted by the Security Documents and prior payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders holders of the Securities Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cashassets of the Corporation and Crailar US, property and securities applicable as the case may be, to the Senior Indebtedness extent of the application thereto of such payments or other assets which would have been received by the holders of the Debentures but for the provisions hereof until the principal of (and premium of, premium, if any) , and interest (including Additional Interest) on the Securities Debentures shall be paid in full. For purposes of , and no such subrogation, no payments or distributions to the holders of the Senior Indebtedness Debentures of any cash, property or securities to securities, which the Holders of the Securities or the Trustee otherwise would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article payable or distributable to the holders of the Senior Indebtedness by Holders of the Securities or the TrusteeIndebtedness, shall, as among between Crailar US and the CompanyCorporation, its their creditors other than the holders of Senior Indebtedness, and the Holders holders of the SecuritiesDebentures, be deemed to be a payment or distribution by the Company Corporation or Crailar US, as applicable, to the holders of the Senior Indebtedness or on account of the Senior Indebtedness, it being understood that the provisions of this Article 5 are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of Senior Indebtedness, on the other hand. The Trustee, for itself and on behalf of each of the Debentureholders, hereby waives any and all rights to require a Senior Creditor to pursue or exhaust any rights or remedies with respect to the Corporation, Crailar US or any property and assets subject to any Senior Security or in any other manner to require the orderly disposition of property, assets or security in connection with the exercise by the Senior Creditors of any rights, remedies or recourses available to them.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled been titled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company Corporation that by its express terms is subordinated to Senior Indebtedness of the Company Corporation to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and any premium if any) and interest (including any Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the CompanyCorporation, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company Corporation to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to From and after the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably together with the holders of all any other indebtedness of the Company that which is subordinate in right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in right of payment to the Securities and which by its express terms is subordinated to Senior Indebtedness grants such right of the Company to substantially the same extent as the Securities are subordinated subrogation to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednessholder thereof) shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and assets or securities of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities shall be paid in full. For , and, for the purposes of such subrogation, no such payments or distributions to the holders of the Senior Indebtedness of any cashassets or securities, property which otherwise would have been payable or securities distributable to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the TrusteeSecurities, shall, as among between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article 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, on the other hand, and nothing contained in this Article is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Securities the principal of, premium, if any, and interest, if any, on the Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of a Security of any series from exercising all remedies otherwise permitted by applicable law upon default hereunder with respect to the Securities of such series subject to the rights of the holders of Senior Indebtedness, under Section 12.2, to receive cash, property or securities of the Company otherwise payable or deliverable to the Trustee or the Holders of the Securities or to a representative of such Holders on their behalf. Upon any distribution or payment in connection with any proceedings referred to in Section 12.2(a), the Trustee and each Holder of the Securities then Outstanding shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person making any distribution or payment to the Trustee or such Holder for the purpose of ascertaining the holders of Senior Indebtedness entitled to participate in such payment or distribution, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full in cash of all amounts due on or to become due on in respect of Senior Indebtedness (including, without limitation, all Senior IndebtednessAllowed and Disallowed Post-Commencement Interest and Expenses, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory except to the holders of Senior Indebtednessextent provided below), 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 10 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness other indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is are entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) , and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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 ArticleArticle 10, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. Notwithstanding anything to the contrary in this Section 10.6, the Holders of the Securities hereby agree that they shall have no rights of subrogation with respect to amounts paid to the holders of Senior Indebtedness in payment of any interest, reimbursements, costs, expenses or indemnities that are not allowed claims enforceable against the Company in a case or proceeding under Bankruptcy Law.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) Eleven to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and or securities applicable to the Senior Indebtedness until the principal of (and premium principal, Redemption Price, interest, if any) and interest (including Additional Interest) on , or other amounts payable as contemplated by Section 2.3, as the case may be, in respect of the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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 ArticleArticle Eleven, and no payments over pursuant to the provisions of this Article Eleven to the Company or to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among between the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to Upon the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Notes 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) , and interest (including Additional Interest) on the Securities Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 11, and no payments over pursuant to the provisions of this Article 11 to the holders of Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 11 shall have been applied, pursuant to the provisions of this Article 11, to the payment of all amounts payable under the Senior Indebtedness of the Company, then and in such case the Holders shall be entitled to receive from the holders of such Senior Indebtedness at the time outstanding any payments or distributions received by such holders of such Senior Indebtedness in excess of the amount sufficient to indefeasibly pay all amounts payable under or in respect of such Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or Indebtedness of the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessCompany, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated and postponed to Senior Indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and postponed and which is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to the extent that payment of Senior Indebtedness has been made under Section 2.2 of this Agreement from amounts otherwise payable to Holders of the Securities, to receive payments and distributions of assets of the Company of any kind or character, whether in cash, property and or securities applicable to the Senior Indebtedness of the Company until the principal of (and premium if any) and interest (including Additional Interest) on the Securities Subordinated Obligations shall be paid in full. For 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness of the Company by Holders of the Securities or the Trustee, shall, as among between the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be or be deemed to be a payment or distribution by the Company to or on account of the Senior IndebtednessIndebtedness of the Company.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the rights of the Holders of the Securities Convertible Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness indebtedness of the Company to substantially the same extent as the Securities Convertible Debentures are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities Convertible Debentures shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Convertible Debentures or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to or for the benefit of the holders of Senior Indebtedness by Holders of the Securities Convertible Debentures or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesConvertible Debentures, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due on or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders respect of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness other 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) , and interest (including Additional Interest) Interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. and Additional Senior Obligations. --------------------------------- Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Indebtedness and Additional Senior IndebtednessObligations, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of Senior Indebtedness and the rights of holders of Additional Senior Obligations to receive payments or distributions of assets of the Company applicable to such Senior Indebtedness to receive payments and distributions of cashor Additional Senior Obligations, property and securities applicable to as the Senior Indebtedness case may be, until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no none of the payments or distributions to the holders of the Senior Indebtedness or to the holders of any cash, property or securities Additional Senior Obligations to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no or of payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness or to the holders of Additional Senior Obligations by Holders of the Securities or the Trustee, Trustee shall, as among the Company, its creditors other than holders of Senior Indebtedness, holders of Additional Senior Obligations and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior IndebtednessIndebtedness or the Additional Senior Obligations, as the case may be; it being understood that the provisions of this Article 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 and the holders of Additional Senior Obligations on the other hand.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the rights of the Holders of the Securities Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness indebtedness of the Company to substantially the same extent as the Securities Debentures are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities Debentures shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Debentures or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to or for the benefit of the holders of Senior Indebtedness by Holders of the Securities Debentures or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the SecuritiesDebentures, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and any premium if any) and interest (including any Additional Interest) on and any Additional Amounts with respect to the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or Indebtedness of the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessCompany as provided herein, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior IndebtednessArticle) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities assets of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) all amounts owing on the Securities shall be paid in full. For purposes the purpose of such subrogation, no such payments or distributions to the holders of the such Senior Indebtedness by the Company, or by or on behalf of the Holders of the Securities by virtue of this Article Fourteen, which otherwise would have been made to such Holders shall, as between the Company and such Holders, be deemed to be payment by the Company or on account of such Senior Indebtedness, it being understood that the provisions of this Article Fourteen 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 such Senior Indebtedness, on the other hand. If any cash, property payment or securities distribution to which the Holders of the Securities or the Trustee would be otherwise have been entitled except but for the provisions of this ArticleArticle Fourteen shall have been applied, and no payments over pursuant to the provisions of this Article Fourteen, to the payment of amounts payable under Senior Indebtedness of the Company, then such Holders shall be entitled to receive from the holders of such Senior Indebtedness any payments or distributions received by such holders of Senior Indebtedness by Holders in excess of the Securities amount sufficient to pay all amounts payable under or the Trustee, shall, as among the Company, its creditors other than holders in respect of such Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior IndebtednessIndebtedness in full.

Subrogation to Rights of Holders of Senior Indebtedness. Subject From and after the payment in full of all Senior Indebtedness, the Holders of the (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such which is not subordinate in right of payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders and which by its terms grants such right of Senior Indebtedness, subrogation to the Holders of the Securities holder thereof) 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and assets or securities of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities shall be paid in full. For , and, for the purposes of such subrogation, no such payments or distributions to the holders of the Senior Indebtedness of any cashassets or securities, property which otherwise would have been payable or securities distributable to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the , on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained herein is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the , the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the the principal of and interest on the as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of from exercising all remedies otherwise permitted by applicable law upon default hereunder with respect to the subject to the rights of the holders of Senior Indebtedness, under Section 402, to receive cash, property or securities of the Company otherwise payable or deliverable to the Trustee or the Holders of the or to a representative of such Holders, on their behalf. Upon any distribution or payment in connection with any proceedings or sale referred to in Section 402(a), the Trustee and each Holder of the then Outstanding, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person making any distribution or payment to the Trustee or such Holder for the purpose of ascertaining the holders of Senior Indebtedness entitled to participate in such payment or distribution, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or Indebtedness of the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessCompany as provided herein, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior IndebtednessArticle) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities assets of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) all amounts owing on the Securities shall be paid in full. For purposes the purpose of such subrogation, no such payments or distributions to the holders of the such Senior Indebtedness by the Company, or by or on behalf of the Holders of the Securities by virtue of this Article X, which otherwise would have been made to such Holders shall, as between the Company and such Holders, be deemed to be payment by the Company or on account of such Senior Indebtedness, it being understood that the provisions of this Article X 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 such Senior Indebtedness, on the other hand. If any cash, property payment or securities distribution to which the Holders of the Securities or the Trustee would be otherwise have been entitled except but for the provisions of this ArticleArticle X shall have been applied, and no payments over pursuant to the provisions of this Article X, to the payment of amounts payable under Senior Indebtedness of the Company, then such Holders shall be entitled to receive from the holders of Senior Indebtedness any payments or distributions received by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than such holders of Senior Indebtedness, and the Holders Indebtedness in excess of the Securities, be deemed amount sufficient to be a payment pay all amounts payable under or distribution by the Company to or on account in respect of the such Senior IndebtednessIndebtedness in full.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or and until the provision for such payment Securities are paid in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednessfull, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until to the principal extent that payments and distributions otherwise payable to Holders of (and premium if any) and interest (including Additional Interest) on Securities have been applied to the Securities shall be paid in fullpayment of Senior Indebtedness as provided by this Article 14. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled entitled, except for the provisions of this ArticleArticle 14, and no payments over pursuant to the provisions of this Article 14 to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. (a) Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednessequivalents, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) , and interest (including Additional Interest) interest, if any, on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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 ArticleArticle Eleven, and no payments over pursuant to the provisions of this Article Eleven to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the CompanyIssuer, its creditors other than holders of Senior Indebtedness, and the Holders of the SecuritiesHolders, be deemed to be a payment or distribution by the Company Issuer to or on account of the Senior Indebtedness. (b) If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article Eleven shall have been applied, pursuant to the provisions of this Article Eleven, to the payment of all amounts payable under Senior Indebtedness, then, and in such case, the Holders shall be entitled to receive from the holders of such Senior Indebtedness any payments or distributions received by such holders of Senior Indebtedness in excess of the amount required to make payment in full of amounts payable under such Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Convertible Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness indebtedness of the Company to substantially the same extent as the Securities Convertible Debentures are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities Convertible Debentures shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Convertible Debentures or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to or for the benefit of the holders of Senior Indebtedness by Holders of the Securities Convertible Debentures or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesConvertible Debentures, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to Upon the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Notes 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) any and interest (including Additional Interest) on the Securities Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 11, and no payments over pursuant to the provisions of this Article 11 to the holders of Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among the CompanyIssuers, its their creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by the Company Issuers to or on account of the Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 11 shall have been applied, pursuant to the provisions of this Article 11, to the payment of all amounts payable under the Senior Indebtedness of the Issuers, then and in such case the Holders shall be entitled to receive from the holders of such Senior Indebtedness at the time outstanding any payments or distributions received by such holders of such Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior IndebtednessIndebtedness of the Note Issuer, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessIndebtedness of the Note Issuer, 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 (equally and ratably with the holders of all indebtedness of the Company that Note Issuer which by its express terms is subordinated to Senior Indebtedness of the Company Note Issuer to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness of the Note Issuer until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogationsubrogation or assignment, no payments or distributions to the holders of the Senior Indebtedness of the Note 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the CompanyNote Issuer, its 109 EXECUTION 119 creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company Note Issuer to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. Such assignment shall not be effective until such time as all Senior Indebtedness has been paid in full or payment thereof provided for. For purposes of such subrogationsubrogation or assignment, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. If the Trustee or the Holders of the Securities are not for any reason entitled to be subrogated to the rights of holders of Senior Indebtedness in respect of such payment or distribution, then the Trustee or the Holders of the Securities may require each holder of Senior Indebtedness to whom any such payment or distribution is made as a condition to such payment or distribution to assign its Senior Indebtedness to the extent of such payment or distribution and all rights with respect thereto to the Trustee on behalf of the Holders. Such assignment shall not be effective until such time as all Senior Indebtedness has been paid in full or payment thereof provided for. For purposes of such subrogationsubrogation or assignment, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Conversion Payment, Change in Control Purchase Price or interest, if any) and interest (including Additional Interest) on , as the case may be, in respect of the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness Indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and which is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any, on) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. The subrogation rights established hereby shall not create any obligations or liabilities of any holder or owner of any Senior Indebtedness to the Holders of the Securities.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full to the extent provided herein of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 XIII (equally and ratably with the holders of all indebtedness of the Company Corporation that by its express terms is subordinated to Senior Indebtedness of the Company Corporation to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including any Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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 ArticleArticle XIII, and no payments over pursuant to the provisions of this Article XIII to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the CompanyCorporation, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company Corporation to or on account of the such Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to Upon the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders Cash Equivalents of all Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness of the Company to substantially the same extent as the Securities are so subordinated to the Senior Indebtedness and which is entitled to like rights of subrogation by reason as a result of any the payments or distributions made to the holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) , and interest (including Additional Interest) on the Securities shall be paid in fullfull in cash or Cash Equivalents. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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 ArticleArticle XIII, and no payments over pursuant to the provisions of this Article XIII to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, Trustee shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article XIII shall have been applied, pursuant to the provisions of this Article XIII, to the payment of all amounts payable under the Senior Indebtedness of the Company and such payments or distributions received by such holders of such Senior Indebtedness shall be in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Indebtedness in full in cash or Cash Equivalents, then and in such case the Holders shall be entitled to receive the amount of such excess from the Company upon and to the extent of any return of such excess by the holders of such Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 XIV (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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 ArticleArticle XIV, and no payments over pursuant to the provisions of this Article XIV to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or Indebtedness of the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessCompany as provided herein, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior IndebtednessArticle) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities assets of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) all amounts owing on the Securities shall be paid in full. For purposes the purpose of such subrogation, no such payments or distributions to the holders of the such Senior Indebtedness by the Company, or by or on behalf of the Holders of the Securities by virtue of this Article, which otherwise would have been made to such Holders shall, as between the Company and such Holders, be deemed to be payment by the Company or on account of such Senior Indebtedness, it being understood that the provisions of this Article 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 such Senior Indebtedness, on the other hand. If any cash, property payment or securities distribution to which the Holders of the Securities or would otherwise have been entitled but for the Trustee would be entitled except for provisions of this Article shall have been applied, pursuant to the provisions of this Article, and no payments over pursuant to the provisions payment of this Article amounts payable under Senior Indebtedness of the Company, then such Holders shall be entitled to receive from the holders of such Senior Indebtedness any payments or distributions received by such holders of Senior Indebtedness by Holders in excess of the Securities amount sufficient to pay all amounts payable under or the Trustee, shall, as among the Company, its creditors other than holders in respect of such Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior IndebtednessIndebtedness in full.

Subrogation to Rights of Holders of Senior Indebtedness. Subject From and after the payment in full of all Senior Indebtedness, the Holders of the QUIDS (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all amounts due or to become due on all Senior 5 7 Indebtedness, or the provision for such which is not subordinate in right of payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders QUIDS and which by its terms grants such right of Senior Indebtedness, subrogation to the Holders of the Securities holder thereof) 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and assets or securities of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities QUIDS shall be paid in full. For , and, for the purposes of such subrogation, no such payments or distributions to the holders of the Senior Indebtedness of any cashassets or securities, property which otherwise would have been payable or securities distributable to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the TrusteeQUIDS, shall, as among between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the SecuritiesQUIDS, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the QUIDS, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained herein is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the QUIDS, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the QUIDS the principal of, premium, if any, and interest, if any, on the QUIDS as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the QUIDS and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of QUIDS from exercising all remedies otherwise permitted by applicable law upon default hereunder with respect to the QUIDS subject to the rights of the holders of Senior Indebtedness, under Section 402, to receive cash, property or securities of the Company otherwise payable or deliverable to the Trustee or the Holders of the QUIDS or to a representative of such Holders, on their behalf. Upon any distribution or payment in connection with any proceedings or sale referred to in Section 402(a), the Trustee and each Holder of the QUIDS then Outstanding, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person making any distribution or payment to the Trustee or such Holder for the purpose of ascertaining the holders of Senior Indebtedness entitled to participate in such payment or distribution, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. SECTION 404.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that Corporation which by its express terms is subordinated to Senior Indebtedness indebtedness of the Company Corporation to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the CompanyCorporation, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company Corporation to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 XIV (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness of the Company to substantially the same extent as the Securities Debentures are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) , and interest (including Additional Interest) on the Securities Debentures shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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 ArticleArticle XIV, and no payments over pursuant to the provisions of this Article XIV to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesHolders, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject From and after the payment in full of all Senior Indebtedness, the Holders of the Debentures (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such which is not subordinate in right of payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders Debentures and which by its terms grants such right of Senior Indebtedness, subrogation to the Holders of the Securities holder thereof) 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and assets or securities of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities Debentures shall be paid in full. For , and, for the purposes of such subrogation, no such payments or distributions to the holders of the Senior Indebtedness of any cashassets or securities, property which otherwise would have been payable or securities distributable to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the TrusteeDebentures, shall, as among between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the SecuritiesDebentures, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Debentures, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained herein is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Debentures, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Debentures the principal of and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Debentures and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of Debentures from exercising all remedies otherwise permitted by applicable law upon default hereunder with respect to the Debentures subject to the rights of the holders of Senior Indebtedness, under Section 602, to receive cash, property or securities of the Company otherwise payable or deliverable to the Trustee or the Holders of the Debentures or to a representative of such Holders, on their behalf. Upon any distribution or payment in connection with any proceedings or sale referred to in Section 602(a), the Trustee and each Holder of the Debentures then Outstanding, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person making any distribution or payment to the Trustee or such Holder for the purpose of ascertaining the holders of Senior Indebtedness entitled to participate in such payment or distribution, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders holders of the Securities Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities applicable assets of the Corporation to the Senior Indebtedness extent of the application thereto of such payments or other assets which would have been received by the holders of the Debentures but for the provisions hereof until the principal of (and premium if any) and interest (including Additional Interest) on the Securities Debentures shall be paid in full. For purposes of , and no such subrogation, no payments or distributions to the holders of the Senior Indebtedness Debentures of any cash, property or securities to securities, which the Holders of the Securities or the Trustee otherwise would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article payable or distributable to the holders of the Senior Indebtedness by Holders of the Securities or the TrusteeIndebtedness, shall, as among between the CompanyCorporation, its creditors other than the holders of Senior Indebtedness, and the Holders holders of the SecuritiesDebentures, be deemed to be a payment or distribution by the Company Corporation to the holders of the Senior Indebtedness or on account of the Senior Indebtedness, it being understood that the provisions of this Article 5 are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of Senior Indebtedness, on the other hand. The Debenture Agent, for itself and on behalf of each of the Debentureholders, hereby waives any and all rights to require a Senior Creditor to pursue or exhaust any rights or remedies with respect to the Corporation or any property and assets subject to the Senior Security or in any other manner to require the orderly disposition of property, assets or security in connection with the exercise by the Senior Creditors of any rights, remedies or recourses available to them.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or Indebtedness of the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessCompany, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated and postponed to Senior Indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and postponed and which is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to the extent that payment of Senior Indebtedness has been made under Section 1202 of this Indenture from amounts otherwise payable to Holders of the Securities, to receive payments and distributions of assets of the Company of any kind or character, whether in cash, property and securities or securities, applicable to the Senior Indebtedness of the Company until the principal of (and premium if any) and interest (including Additional Interest) on the Securities Subordinated Obligations shall be paid in full. For 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness of the Company by Holders of the Securities or the Trustee, shall, as among between the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be or be deemed to be a payment or distribution by the Company to or on account of the Senior IndebtednessIndebtedness of the Company.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior IndebtednessIndebtedness of the Note Issuer, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessIndebtedness of the Note Issuer, 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 (equally and ratably with the holders of all indebtedness of the Company that Note Issuer which by its express terms is subordinated to Senior Indebtedness of the Company Note Issuer to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness of the Note Issuer until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogationsubrogation or assignment, no payments or distributions to the holders of the Senior Indebtedness of the Note 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the CompanyNote Issuer, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company Note Issuer to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, Preferred Guarantee Payments or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessPreferred Securities, the rights of the Holders of the Common Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness Preferred Securities pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that Guarantors which by its express terms is subordinated to Senior Indebtedness indebtedness of the Company Guarantor to substantially the same extent as the Common Securities are subordinated to the Senior Indebtedness Preferred Securities and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness the Preferred Securities to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness Preferred Guarantee Payments until the principal of (and premium if any) and interest (including Additional Interest) on the Securities Guarantee Payments shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness Preferred Securities of any cash, property or securities to which the Holders of the Common Securities or the Common Guarantee Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to or for the benefit of the holders of Senior Indebtedness Preferred Securities by Holders of the Common Securities or the Common Guarantee Trustee, shall, as among the CompanyGuarantor, its creditors other than holders of Senior Indebtedness, Preferred Securities and the Holders of the Common Securities, be deemed to be a payment or distribution by the Company Guarantor to or on account of the Senior IndebtednessGuarantee Payments.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full in cash of all amounts due Senior Indebtedness as aforesaid and the termination of all obligations to provide financial accommodations under the Credit Agreement, the Noteholders shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or to become due on all Senior Indebtednessdistributions of any kind or character, whether in cash, property, stock or the provision for such payment in cash obligations, which may be payable or cash equivalents or otherwise in a manner satisfactory deliverable to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium if any) of, and interest (including Additional Interest) on on, the Securities Notes shall be paid in full. For purposes of such subrogationfull in cash, no payments or distributions to and, as between the Company, its creditors other than the holders of the Senior Indebtedness 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 ArticleIndebtedness, and the Noteholders, no payments over pursuant to the provisions of this Article such payment or distribution made to the holders of Senior Indebtedness by Holders virtue of this Article 10 which otherwise would have been made to the holder of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, Notes shall be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article 10 are and are intended solely for the purposes of defining the relative rights of the Noteholders, on the one hand, and the holder of the Senior Indebtedness, on the other hand. Subject to the rights, if any, under this Article 10 of holders of Senior Indebtedness to receive cash, property, stock or obligations otherwise payable or deliverable to the Noteholders, nothing herein shall either impair, as between the Company and the holder of the Notes, the obligation of the Company, which is unconditional and absolute, to pay to the holder thereof the principal thereof and interest thereon in accordance with its terms or prevent (except as otherwise specified therein) the Noteholders from exercising all remedies otherwise permitted by applicable law or hereunder upon default hereunder.

Subrogation to Rights of Holders of Senior Indebtedness. Subject From and after the payment in full of all Senior Indebtedness, the Holders of the Debentures (together with the Holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such which is not subordinate in right of payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders Debentures and which by its terms grants such right of Senior Indebtedness, subrogation to the Holders of the Securities Holder thereof) 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders Holders of such Senior Indebtedness to receive any further payments and or distributions of [cash, property and ,] assets or securities of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities Debentures shall be paid in full. For , and, for the purposes of such subrogation, no such payments or distributions to the holders Holders of the Senior Indebtedness of any [cash,] assets or securities, property which otherwise would have been payable or securities distributable to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the TrusteeDebentures, shall, as among between the Company, its creditors other than holders the Holders of Senior Indebtedness, and the Holders of the SecuritiesDebentures, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Debentures, on the one hand, and the Holders of the Senior Indebtedness, on the other hand, and nothing contained herein is intended to or shall impair as between the Company, its creditors other than the Holders of Senior Indebtedness, and the Holders of the Debentures, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Debentures the principal of and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Debentures and creditors of the Company other than the Holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of Debentures from exercising all remedies otherwise permitted by applicable law upon default hereunder with respect to the Debentures subject to the rights of the Holders of Senior Indebtedness, under Section 602, to receive cash, property or securities of the Company otherwise payable or deliverable to the Trustee or the Holders of the Debentures or to a representative of such Holders, on their behalf. Upon any distribution or payment in connection with any proceedings or sale referred to in Section 602(a), the Trustee and each Holder of the Debentures then Outstanding shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person making any distribution or payment to the Trustee or such Holder for the purpose of ascertaining the Holders of Senior Indebtedness entitled to participate in such payment or distribution, the amount of such Senior Indebtedness or the amount payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities and any coupons appertaining thereto 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 that which by its express terms is subordinated to Senior Indebtedness indebtedness of the Company to substantially the same extent as the Securities and any coupons appertaining thereto are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities and any coupons appertaining thereto or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities and any coupons appertaining thereto or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesSecurities and any coupons appertaining thereto, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Noteholders shall be subrogated 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 that which by its express terms is subordinated to Senior Indebtedness indebtedness of the Company to substantially the same extent as the Securities Notes are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) subrogation), to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) , and interest on all Notes (including Additional Interest) on including, but not limited to, the Securities Redemption Price with respect to the Notes called for redemption in accordance with Section 3.2 or the Repurchase Price with respect to Notes submitted for repurchase in accordance with Section 15.2), shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Noteholders or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities Noteholders or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNoteholders, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities of a series shall be subrogated (equally and ratably with the holders of all 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 and is entitled to like rights of subrogation) 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities of such series shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities of a series or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities of a series or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesSecurities of such series, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to Upon the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Notes 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) any and interest (including Additional Interest) on the Securities Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under the Senior Indebtedness of the Company, then and in such case the Holders shall be entitled to receive from the holders of such Senior Indebtedness at the time outstanding any payments or distributions received by such holders of such Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to Upon and following the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities of each series shall be subrogated to the extent all rights 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 that by its express terms is subordinated to Senior Indebtedness of the Company to substantially the same extent as the Securities of such series are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive any further payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities of such series, if any, shall be paid in full. For purposes of such subrogation, no No payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities of each series or the Trustee would be entitled except for the provisions of this ArticleArticle XII, and no payments over made pursuant to the provisions of this Article XII to or for the benefit of the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject From and after the payment in full of all Senior Indebtedness, the Holders of the QUIDS (together with the holders of any other indebtedness of the Company which is subordinate in right of payment to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such which is not subordinate in right of payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders QUIDS and which by its terms grants such right of Senior Indebtedness, subrogation to the Holders of the Securities holder thereof) 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and assets or securities of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities QUIDS shall be paid in full. For , and, for the purposes of such subrogation, no such payments or distributions to the holders of the Senior Indebtedness of any cashassets or securities, property which otherwise would have been payable or securities distributable to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the TrusteeQUIDS, shall, as among between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the SecuritiesQUIDS, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness., it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the QUIDS, on the one hand, and the holders of the Senior Indebtedness, on the other hand, and nothing contained herein is intended to or shall impair as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the QUIDS, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the QUIDS the principal of and interest on the QUIDS as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the QUIDS and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of QUIDS from exercising all remedies otherwise permitted by applicable law upon default hereunder with respect to the QUIDS subject to the rights of the holders of Senior Indebtedness, under Section 402, to receive cash, property or securities of the Company otherwise payable or deliverable to the Trustee or the Holders of the QUIDS or to a representative of such Holders, on their behalf. Upon any distribution or payment in connection with any proceedings or sale referred to in Section 402(a), the Trustee and each Holder of the QUIDS then Outstanding, shall be entitled

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory Indebtedness to the holders of Senior Indebtednessextent and in the manner set forth in this Article 12, 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 12 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities applicable to the Senior Indebtedness until the principal Principal Amount at Maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Change of (and premium Control Purchase Price or interest, if any) and interest (including Additional Interest) on , as the case may be, in respect of the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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 ArticleArticle 12, and no payments over pursuant to the provisions of this Article 12 to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its the creditors of the Company, other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that Issuer which by its express terms is subordinated to Senior Indebtedness of the Company Issuer to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) , and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the CompanyIssuer, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company Issuer to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to Upon the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment Indebtedness in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessCash Equivalents, the Holders of the Securities Notes 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) , and interest (including Additional Interest) on the Securities Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article 10 to the holders of Senior Indebtedness by Holders of the Securities Notes or the Trustee, Trustee shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under the Senior Indebtedness of the Company, then and in such case the Holders shall be entitled to receive from the holders of such Senior Indebtedness at the time outstanding any payments or distributions received by such holders of such Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Indebtedness in full in cash or Cash Equivalents.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or Indebtedness of the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessCompany as provided herein, the Holders of the Subordinated Securities shall be subrogated (to the extent of the payments or distributions made to the holders of such that Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior IndebtednessX) to the rights of the holders of such that Senior Indebtedness to receive payments and or distributions of cash, property and securities assets of the Company applicable to the that Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) all amounts owing on the Subordinated Securities shall be paid in full. For purposes the purpose of such that subrogation, no such payments or distributions to the holders of the that Senior Indebtedness by the Company, or by or on behalf of any cash, property or securities to which the Holders of the Subordinated Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions by virtue of this Article X, which otherwise would have been made to the holders of Senior Indebtedness by those Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than the holders of Senior Indebtedness, and the Holders Indebtedness of the SecuritiesCompany and those Holders, be deemed to be a payment or distribution by the Company to or on account of the that Senior Indebtedness, it being understood that the provisions of this Article X are and are intended solely for the purpose of defining the relative rights of the Holders of the Subordinated Securities, on the one hand, and the holders of that Senior Indebtedness, on the other hand. If any payment or distribution to which the Holders of the Subordinated Securities would otherwise have been entitled but for the provisions of this Article X shall have been applied, pursuant to the provisions of this Article X, to the payment of amounts payable under Senior Indebtedness of the Company, then those Holders shall be entitled to receive from the holders of that Senior Indebtedness any payments or distributions received by those holders of Senior Indebtedness of the Company in excess of the amount sufficient to pay all amounts payable under or in respect of that Senior Indebtedness in full.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the prior and indefeasible payment in full of all amounts due or to become due on all Senior IndebtednessIndebtedness and Section 9.10, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities assets of the Corporation applicable to the Senior Indebtedness Indebtedness, to the extent of the application thereto of such payments or other assets which would have been received by the holders of the Debentures but for the provisions hereof until the principal of (and premium of, premium, if any) , and interest (including Additional Interest) on the Securities Debentures shall be paid in full. For purposes of , and no such subrogation, no payments or distributions to the holders of the Senior Indebtedness Debentures of any cash, property or securities to securities, which the Holders of the Securities or the Trustee otherwise would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article payable or distributable to the holders of the Senior Indebtedness by Holders of the Securities or the TrusteeIndebtedness, shall, as among between the CompanyCorporation, its creditors other than the holders of Senior Indebtedness, and the Holders of the SecuritiesDebentureholders, be deemed to be a payment or distribution by the Company Corporation to the holders of the Senior Indebtedness or on account of the Senior Indebtedness, it being understood that the provisions of this Article 9 are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of Senior Indebtedness, on the other hand. The Trustee, for itself and on behalf of each of the Debentureholders, hereby waives any and all rights to require a Senior Creditor to pursue or exhaust any rights or remedies with respect to the Corporation or any property and assets subject to any Senior Security or in any other manner to require the marshalling of property, assets or security in connection with the exercise by the Senior Creditors of any rights, remedies or recourses available to them.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all or in respect of Senior Indebtedness, or the provision for such payment in cash or cash equivalents Cash Equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Notes 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 Four (equally and ratably with the holders of all indebtedness Indebtedness of the Company that Corporation which by its express terms is subordinated to Senior Indebtedness of the Company Corporation to substantially the same extent as the Securities Notes are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this ArticleArticle Four, and no payments over pursuant to the provisions of this Article Four to the holders of Senior Indebtedness by Holders of the Securities Notes or the Trustee, shall, as among the CompanyCorporation, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by the Company Corporation to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the prior payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Debentureholders 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities applicable assets of the Issuer to the Senior Indebtedness extent of the application thereto of such payments or other assets which would have been received by the Debentureholders but for the provisions hereof until the principal of (and premium if any) and interest (including Additional Interest) on the Securities Debentures shall be paid in full. For purposes of , and no such subrogation, no payments or distributions to the Debentureholders of cash, property or securities, which otherwise would be payable or distributable to the holders of the Senior Indebtedness, shall, as between the Issuer, its creditors other than the holders of Senior Indebtedness, and the Debentureholders, be deemed to be a payment by the Issuer to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Article 5 are and are intended solely for the purpose of defining the relative rights of the Debentureholders, on the one hand, and the holders of Senior Indebtedness, on the other hand. The Trustee, for itself and on behalf of each of the Debentureholders, hereby waives any and all rights to require a Senior Creditor to pursue or exhaust any rights or remedies with respect to the Issuer or any property and assets subject to the Senior Security or in any other manner to require the marshalling of property, assets or security in connection with the exercise by the Senior Creditors of any rights, remedies or recoveries available to them.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the prior payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities applicable assets of the Corporation to the Senior Indebtedness extent of the application thereto of such payments or other assets which would have been received by the holders of the Debentures but for the provisions of this Article 5 until the principal of (and premium if any) and interest (including Additional Interest) on the Securities Debentures shall be paid in full. For purposes of , and no such subrogation, no payments or distributions to the holders of the Senior Indebtedness Debentures of any cash, property or securities to securities, which the Holders of the Securities or the Trustee otherwise would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article payable or distributable to the holders of the Senior Indebtedness by Holders of the Securities or the TrusteeIndebtedness, shall, as among between the CompanyCorporation, its creditors other than the holders of Senior Indebtedness, and the Holders holders of the SecuritiesDebentures, be deemed to be a payment or distribution by the Company Corporation to the holders of the Senior Indebtedness or on account of the Senior Indebtedness, it being understood that the provisions of this Article 5 are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of Senior Indebtedness, on the other hand. The Trustee, for itself and on behalf of each of the Debentureholders, hereby waives any and all rights to require a Senior Creditor to pursue or exhaust any rights or remedies with respect to the Corporation or any property and assets subject to any Senior Security or in any other manner to require the marshalling or orderly disposition of property, assets or security in connection with the exercise by the Senior Creditors of any rights, remedies or recourses available to them.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full in cash of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that Corporation which by its express terms is subordinated to Senior Indebtedness indebtedness of the Company Corporation to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the CompanyCorporation, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company Corporation to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due Senior Indebtedness of the Company or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednessany Guarantor as provided herein, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior IndebtednessArticle) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities assets of the Company applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) all amounts owing on the Securities shall be paid in full. For purposes the purpose of such subrogation, no such payments or distributions to the holders of the such Senior Indebtedness by the Company or any Guarantor, or by or on behalf of the Holders of the Securities by virtue of this Article Thirteen, which otherwise would have been made to such Holders shall, as between the Company and such Holders, be deemed to be payment by the Company or on account of such Senior Indebtedness, it being understood that the provisions of this Article Thirteen 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 such Senior Indebtedness, on the other hand. If any cash, property payment or securities distribution to which the Holders of the Securities or the Trustee would be otherwise have been entitled except but for the provisions of this ArticleArticle Thirteen shall have been applied, and no payments over pursuant to the provisions of this Article Thirteen, to the payment of amounts payable under Senior Indebtedness of the Company, then such Holders shall be entitled to receive from the holders of such Senior Indebtedness any payments or distributions received by such holders of Senior Indebtedness by Holders in excess of the Securities amount sufficient to pay all amounts payable under or the Trustee, shall, as among the Company, its creditors other than holders in respect of such Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior IndebtednessIndebtedness in full.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 10 (equally and ratably with the holders of all indebtedness Debt of the Company that which by its express terms is subordinated to Senior Indebtedness Debt 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and or securities applicable to the Senior Indebtedness until the principal of (and premium Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price or interest, if any) and interest (including Additional Interest) on , as the case may be, in respect of the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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 ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the Company or to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among between the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of After all amounts due payable under or to become due on all in respect of Senior IndebtednessIndebtedness are paid in full, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Notes shall be subrogated to the extent of the payments or distributions made to the holders of of, or otherwise applied to payment of, such Senior Indebtedness pursuant to the provisions of this Article Section 7 (equally and ratably with the holders of all indebtedness Indebtedness of the Company that (i) which by its express terms is subordinated subordinate and subject in right of payment to Senior Indebtedness of the Company to substantially the same extent as the Securities Notes are subordinated to the Senior Indebtedness so subordinate and subject in right of payment and (ii) which is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) and subrogation), to the rights of the holders of such Senior Indebtedness or their Representative to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness or their respective Representatives of any cash, property or securities to which the Holders holders of the Securities or the Trustee Notes would be entitled except for the provisions of this ArticleSection 7, and no payments over pursuant to the provisions of this Article Section 7 to the holders of Senior Indebtedness or their Representative by Holders the Company or by the holders of the Securities or the TrusteeNotes, shall, as among the Company, Company and its creditors (other than holders of Senior Indebtedness, Indebtedness and the Holders holders of the SecuritiesNotes), be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness, it being understood that the provisions of this Section 7 are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand and the holders of Notes on the other hand.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or of cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to Upon the payment in full in cash of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Subordinated Indebtedness 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) , and interest (including Additional Interest) on the Securities Subordinated Indebtedness shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders holders of the Securities or the Trustee Subordinated Indebtedness would be entitled except for the provisions of this Articlethese provisions, and no payments over pursuant to the these provisions of this Article to the holders of Senior Indebtedness by Holders holders of the Securities or the Trustee, Subordinated Indebtedness shall, as among the CompanyBorrower, its creditors other than holders of Senior Indebtedness, and the Holders holders of the SecuritiesSubordinated Indebtedness, be deemed to be a payment or distribution by the Company Borrower to or on account of the Senior Indebtedness. If any payment or distribution to which the holders of Subordinated Indebtedness would otherwise have been entitled but for these provisions shall have been applied, pursuant to these provisions, to the payment of all amounts payable under the Senior Indebtedness of the Borrower, then and in such case the holders of Subordinated Indebtedness shall be entitled to receive from the holders of such Senior Indebtedness at the time outstanding any payments or distributions received by such holders of such Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Indebtedness in cash in full.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to Upon the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) any and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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 ArticleArticle 10, and no payments over pursuant to the provisions of this Article 10 to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, Trustee shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under the Senior Indebtedness of the Company, then and in such case the Holders shall be entitled to receive from the holders of such Senior Indebtedness at the time outstanding any payments or distributions received by such holders of such Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Indebtedness in full in cash or Cash Equivalents.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to and Guarantor Senior Indebtedness, as the case may be. ------------------------------------------ Upon the payment in full of all amounts due or to become due on all Obligations in respect of Senior Indebtedness and Guarantor Senior Indebtedness, or as the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtednesscase may be, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness and Guarantor Senior Indebtedness, as the case may be, to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness and Guarantor Senior Indebtedness, as the case may be, until the principal of (and premium of, premium, if any) any and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness and Guarantor Senior Indebtedness, as the case may be, 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 ArticleArticle X, and no payments over pursuant to the provisions of this Article 10 to the holders of Senior Indebtedness and Guarantor Senior Indebtedness, as the case may be, by Holders of the Securities or the Trustee, Trustee shall, as among the Company, its creditors other than holders of Senior Indebtedness and Guarantor Senior Indebtedness, as the case may be, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness and Guarantor Senior Indebtedness, as the case may be. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article X shall have been applied, pursuant to the provisions of this Article X, to the payment of all amounts payable under the Senior Indebtedness and the Guarantor Senior Indebtedness, as the case may be, of the Company, then and in such case the Holders shall be entitled to receive from the holders of such Senior Indebtedness and Guarantor Senior Indebtedness, as the case may be, at the time outstanding any payments or distributions received by such holders of such Senior Indebtedness and Guarantor Senior Indebtedness, as the case may be, in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Indebtedness and Guarantor Senior Indebtedness, as the case may be, in full in cash or Cash Equivalents.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the rights of the Holders of the Securities Guarantees 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 that Guarantor which by its express terms is subordinated to Senior Indebtedness indebtedness of the Company Guarantor to substantially the same extent as the Securities Guarantees are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities Convertible Debentures shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Guarantees or the Convertible Debenture Guarantee Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to or for the benefit of the holders of Senior Indebtedness by Holders of the Securities Guarantees or the Convertible Debenture Guarantee Trustee, shall, as among the CompanyGuarantor, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesGuarantees, be deemed to be a payment or distribution by the Company Guarantor to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory Indebtedness to the holders of Senior Indebtednessextent and in the manner set forth in this Article X, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Conversion Payment, Change in Control Purchase Price or interest, if any) and interest (including Additional Interest) on , as the case may be, in respect of the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full prior Payment In Full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Bridge Lenders 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) ARTICLE IX to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities Subordinated Indebtedness shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Bridge Lenders or the Trustee Administrative Agent would be entitled except for the provisions of this ArticleARTICLE IX, and no payments over made pursuant to the provisions of this Article ARTICLE IX to the holders of Senior Indebtedness by Holders of the Securities Bridge Lenders or the TrusteeAdministrative Agent, shall, as among the CompanyBorrower, its the Guarantors, their creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesBridge Lenders, be deemed to be a payment or distribution by the Company Borrower or any Guarantor to or on account of the Senior Indebtedness.. Alderwoods--Subordinated Bridge Loan Agreement 43

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the prior payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders rights of the Securities holders of the Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and or distributions of cashassets of the Trust in respect of and on account of the Senior Indebtedness, property and securities applicable to the Senior Indebtedness extent of the application thereto of such payments or other assets which would have been received by the holders of the Debentures but for the provisions hereof, until the principal of (and premium if any) and interest (including Additional Interest) on and all other amounts owing hereunder or in relation to the Securities Debentures shall be paid in full. For purposes of No such subrogation, no payments or distributions to the holders of the Senior Indebtedness Debentures 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, and no payments over pursuant to the provisions of this Article Trust payable to the holders of Senior Indebtedness by Holders Debentures, which otherwise would be payable or distributable to the holders of the Securities or the TrusteeSenior Indebtedness, shall, as among between the CompanyTrust, its creditors other than the holders of Senior Indebtedness, and the Holders holders of the SecuritiesDebentures, be deemed to be a payment or distribution by the Company Trust to or on account of the holders of the Senior Indebtedness, it being understood that the provisions of this Article are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of Senior Indebtedness, on the other hand. The Debenture Trustee, for itself and on behalf of each of the Debentureholders, hereby waives any and all rights to require a Senior Creditor to pursue or exhaust any rights or remedies with respect to the Trust or any property and assets subject to the Senior Security or in any other manner to require the marshalling of property, assets or security in connection with the exercise by the Senior Creditors of any rights, remedies or recourses available to them.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior IndebtednessIndebtedness of the Company, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior IndebtednessIndebtedness of the Company, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness of the Company until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogationsubrogation or assignment, 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment Payment in full Full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders Company agrees that, until the principal and interest of the Securities Debentures have been paid in full, the holders of the Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and of cash or distributions of cash, property and securities applicable or assets of the Company to the extent of the application to the Senior Indebtedness until of payments of cash or distributions of securities or assets which but for the principal provisions hereof would have been received by the holders of (the Debentures and premium if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes no such payments of such subrogation, no payments cash or distributions to the holders of the Senior Indebtedness Debentures of any cash, property securities or securities to assets which the Holders of the Securities or the Trustee otherwise would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article payable or distributable to the holders of the Senior Indebtedness by Holders of the Securities or the TrusteeIndebtedness, shall, as among between the Company, its creditors (other than the holders of the Senior Indebtedness, ) and the Holders holders of the SecuritiesDebentures, be deemed to be a payment or distribution by the Company to the former holders of the Senior Indebtedness or on account of the repaid Senior Indebtedness. The Debenture Trustee, for itself and on behalf of each of the Debentureholders, hereby waives any and all rights to require a Senior Creditor to pursue or exhaust any rights or remedies with respect to the Company, any guarantor or surety of the Senior Indebtedness, or any property and assets subject to the Senior Security or in any other manner to require the marshalling of property, assets or security in connection with the exercise by the Senior Creditors of any rights, remedies or recourses available to them.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders Holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to Upon the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities Notes 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) any and interest (including Additional Interest) on the Securities Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee Notes would be entitled except for the provisions of this ArticleArticle XI, and no payments over pursuant to the provisions of this Article XI to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, Notes shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article XI shall have been applied, pursuant to the provisions of this Article XI, to the payment of all amounts payable under the Senior Indebtedness of the Company, then and in such case the Holders shall be entitled to receive from the holders of such Senior Indebtedness at the time outstanding any payments or distributions received by such holders of such Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Indebtedness in full in cash.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all or in respect of Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 Thirteen (equally and ratably with the holders of all indebtedness of the Company that which by its express terms is subordinated to Senior Indebtedness 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 by reason of any payments or distributions made to holders of such Senior Indebtednesssubrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium premium, if any, on) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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 ArticleArticle Thirteen, and no payments over pursuant to the provisions of this Article Thirteen to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to Upon the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of all Senior Indebtedness, the Holders of the Securities Notes 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 that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) , and interest (including Additional Interest) on the Securities Notes shall be paid in fullfull in cash or cash equivalents. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities Notes or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities Notes or the Trustee, Trustee shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the SecuritiesNotes, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article Eleven shall have been applied, pursuant to the provisions of this Article Eleven, to the payment of all amounts payable under the Senior Indebtedness of the Company, then and in such case the Holders shall be entitled to receive from the holders of such Senior Indebtedness at the time outstanding any payments or distributions received by such holders of such Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Indebtedness in full in cash or cash equivalents.

Subrogation to Rights of Holders of Senior Indebtedness. Subject to Upon the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, 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 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior 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 by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness Indebtedness, to the extent payments or distributions otherwise payable to the Holders have been applied to the payment of Senior Indebtedness, to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium of, premium, if any) , and interest (including Additional Interest) on the Securities shall be paid in fullfull in cash or Cash Equivalents. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness 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, and no payments over pursuant to the provisions of this Article Ten to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, Trustee shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article Ten shall have been applied, pursuant to the provisions of this Article Ten, to the payment of all amounts payable under the Senior Indebtedness of the Company, then and in such case the Holders shall be entitled to receive from the holders of such Senior Indebtedness at the time outstanding any payments or distributions received by such holders of such Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of such Senior Indebtedness in full.